Common use of Change Orders Clause in Contracts

Change Orders. A. In the event Town has changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 5 contracts

Sources: Construction Contract, Greenway Construction Contract, Greenway Construction Contract

Change Orders. A. In Tenant shall have the event Town right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has changes previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work not covered by Change Proposal is insufficient for the Contractpurposes of enabling Landlord to make the determination set forth herein), these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties advising Tenant of any bonds items which Landlord in good faith reasonably believes are inconsistent with the design, cost and all extra construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be performed under deemed to constitute Landlord's approval of the conditions Tenant Improvement Work Change Proposal and determination that none of this Contractthe items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Except in an emergency endangering life Tenant shall have the right to then proceed with or property, changes in withdraw such Tenant Improvement Work shall not proceed without a Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order approved by the TownResponse. Contractor shall provide a complete breakdown of all labor and material costs with the If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order requestResponse within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. The breakdown If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall include the Contractor’s allowance for overhead and profit not be deemed to exceed 10% be a part of the net cost of Approved Tenant Improvement Construction Documents for the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractArticle III. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 5 contracts

Sources: Lease Agreement (Irobot Corp), Lease Agreement (Irobot Corp), Lease Agreement (Irobot Corp)

Change Orders. A. In the event Town has Tenant desires to materially change the Approved Working Drawings, Tenant shall deliver Notice (the "Drawing Change Request") of the same to Landlord, setting forth in detail the changes in (the Work not covered by "Tenant Change") Tenant desires to make to the ContractApproved Working Drawings. Landlord shall, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties no later than (A) five (5) business days after receipt of any bonds Drawing Change Request relating to a proposed Tenant Change affecting the Building structure, or (B) three (3) business days after receipt of any Drawing Change Request relating to a proposed Tenant Change not affecting the Building structure, deliver a written notice to Tenant (the "Response Notice") either (i) approving the Tenant Change, or (ii) disapproving the Tenant Change and all extra Work deliver a Notice to Tenant specifying in reasonably sufficient detail the reasons for Landlord's disapproval; provided, however, Landlord's Response Notice shall be performed under indicate the conditions anticipated cost of this Contract. Except in an emergency endangering life or propertyimplementing such Tenant Change and any Tenant Delay anticipated to result therefrom; provided further, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% however, that Landlord may only disapprove of the net cost Tenant Change if the Tenant Change (u) would have an adverse effect on the structural integrity of the change Building; (v) fails to comply with Work provided directly by applicable Code and or other applicable governmental regulations; (x) would have an material adverse effect on the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions systems and deductions. No claim for adjustments equipment of the contract price shall be valid unless Building; (y) would have an adverse effect on the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost exterior appearance of the change shall be computed by application of the unit prices based Building; or (z) would have an material adverse effect on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty Project. Within two (302) business days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of following Tenant's receipt of the proposalapplicable Response Notice, Tenant shall either ratify its Drawing Change Request or rescind the same. If acceptedAny additional costs which arise in connection with such Tenant Change shall be paid by Tenant, provided that to the Town extent a portion of the Improvement Allowance remains unpaid and unallocated, such payment shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt be made from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderImprovement Allowance.

Appears in 4 contracts

Sources: Lease Agreement (Bridgepoint Education Inc), Office Lease (Bridgepoint Education Inc), Office Lease (Bridgepoint Education Inc)

Change Orders. A. Tenant and Landlord recognize that it may be necessary or advisable to make certain changes to the Final Design Documents or the Base Building Improvements from time to time. Any changes shall be made in accordance with this Lease. (a) In the event Town has changes that Tenant shall request or authorize any Change Order (as hereinafter defined) or additional services from Landlord with respect to the Base Building Improvements for the purpose of upgrading or changing the scope, manner of performance, or quality of the Base Building Improvements, including any change of design, subcontractor, supplier or materials made at the request of Tenant, such Change Order when implemented by Landlord may result in a change in the Progress Schedule and/or the Project Cost. As used herein, the term "Change Order" shall mean (A) a written order from Landlord which Landlord determines is necessary to carry out the approved design and construction of the Base Building Improvements, whether due to any mistake or omission in, or clarification of, the Design Documents, or (B) a written order to Landlord from Tenant requesting or authorizing a Change in Landlord's Work not covered by or an adjustment of the ContractProject Cost or the Progress Schedule. Landlord shall provide Tenant with copies of all proposed and final Change Orders. In addition: subject to the last sentence of this Subparagraph (a), these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve (i) with respect to additive Change Orders, the Surety or Sureties of any bonds and all extra Work Project Cost shall be performed under the conditions of this Contract. Except in increased by an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not amount equal to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in Landlord's Work (as determined pursuant to the proposal or bid Construction Contract and/or the Architect's Contract) attributable to such Change Order, and (ii) with respect to deductive Change Orders, the additional work is covered by those unit prices, or can Project Cost shall be subsequently agreed to reduced by the Parties, change in the cost of Landlord's Work (as determined pursuant to the Construction Contract and/or the Architect's Contract) attributable to such Change Order. Additive or deductive Change Orders shall result in an increase or decrease, respectively, in the Developer's Fee (but not in any change of the percentage thereof), and Landlord shall be computed reimbursed by application Tenant, either directly or through an increase or decrease, as applicable, in the Project Cost, for the actual cost of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work , if any, which Landlord is not covered by unit prices, unit prices were not provided required to pay to Landlord's Contractor on account of any additive Change Order as set forth in the proposal or bid, or the Parties mutually agree, then Town Construction Contract approved by Tenant and Contractor may negotiate and agree upon the value of the change prior Landlord. Anything herein to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below gradecontrary notwithstanding, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in Tenant's approval of a Change Order due to Contractor’s failure to submit proper documentation shall be required for each of the following, which approval shall not be grounds for a time extension unreasonably withheld, conditioned or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.delayed:

Appears in 3 contracts

Sources: Lease Agreement (Genzyme Corp), Lease (BioMed Realty Trust Inc), Lease Agreement (Genzyme Corp)

Change Orders. A. In the event Town has changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work Landlord shall not proceed without be obligated to make additions or changes to the Approved Final Plans (a “Change”), except as provided herein. If Tenant desires any Change, Tenant will so advise Landlord in writing (a “Change Order approved by the Town. Contractor Request”) as promptly as possible and Landlord shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit promptly respond so as not to exceed 10% of delay the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed orderly construction pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1Approved Final Plans. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval Upon receipt of a Change Order due Request, if Landlord approves such Change, not to Contractor’s failure be unreasonably withheld, Landlord will give written notice thereof to submit proper documentation shall not be grounds for a time extension Tenant, which notice will specify the estimated costs or basis savings associated therewith; the cost thereof and the change, if any, in the Minimum Monthly Rent arising therefrom; and any estimated delay in the expected Date of a claimSubstantial Completion/Target Occupancy Date. The Town shall respond to the Contractor’s proposal within fourteen calendar Within five (145) business days of receipt of the proposal. If accepted, the Town shall prepare Landlord’s response to the Change Order for the Contractor’s signature. The Town shall execute the approved Request, Tenant may withdraw its request by providing notice to Landlord as long as such Change Order within seven (7) days has not been signed by Tenant. Upon agreement between Landlord and Tenant on the Change, such Change will be incorporated into the Approved Final Plans by way of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed a written change prepared by Landlord and jointly executed by the amount parties (a “Change Order”). Landlord shall be permitted to make any changes to the Building, after notice to Tenant, so long as such changes (a) are required to comply with Laws; or (b) are limited to other spaces within the Building not occupied by Tenant; or (c) are necessary as a result of substitutions needed due to material unavailability so long as any substitutions are of equal or better quality; or (d) do not materially and adversely change the design intent of the Change Order and provide Building (a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order"Landlord Change").

Appears in 3 contracts

Sources: Commercial Lease, Commercial Lease, Commercial Lease

Change Orders. A. In 1.2.4.1 Landlord may make changes to the event Town has changes Approved Construction Documents in accordance with the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions provisions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractSection 1.2.4. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in Landlord desires to make a change to the proposal or bid and the additional work is covered by those unit pricesApproved Construction Documents, or can be subsequently agreed to by the Parties, the cost Landlord shall deliver notice of the proposed change to Tenant, together with any material drawings, specifications and other documents necessary to show or describe the proposed change (“Change Order Documents”) (provided, however, Landlord shall not be computed by application of the unit prices based on quantitiesheld liable to any Tenant Party if Landlord, absent bad faith, inadvertently delivers to Tenant incomplete or Change Order Documents in connection with such change). If this method Landlord’s proposed change is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the a material change prior to the issuance Approved Construction Documents, Landlord shall deliver a copy to Tenant of the Change Order Documents. As used herein, the term “material change” means a change to the Approved Construction Documents that: (a) directly and materially affects Tenant’s ability to grow and process sapphire boules in the Premises in accordance with the delivery schedule set forth in the MDSA SOW; or (b) requires the movement of manufacturing materials or Goods (as defined in the MDSA) in the Premises in an manner which would interrupt Tenant’s sapphire manufacturing process. If, within three (3) Business Days after the delivery of such Change Order Documents showing or describing the proposed material change to the Approved Construction Documents, Tenant gives notice to Landlord that Tenant objects to such change, which notice shall be accompanied by Tenant’s recommendation of any modifications reasonably required to make the change acceptable to Tenant, then Landlord shall either withdraw the proposed change or modify the same in accordance with Tenant’s recommendation. If Tenant fails to respond to Landlord within three (3) Business Days after Landlord delivers the Change Order shall identify the corresponding lump sum adjustment Documents, Tenant will be deemed to have approved such Change Order Documents. 1.2.4.2 Tenant may require Landlord to make changes to the contract price. C. In Approved Construction Documents if: (a) absent such changes to the event concealed conditions are discovered Approved Construction Documents: (i) Tenant’s ability to grow and process sapphire boules in the performance Premises in accordance with the delivery schedule set forth in the MDSA SOW would be directly and materially affected; or (ii) Tenant is required to move manufacturing materials or Goods in the Premises in a manner which would interrupt Tenant’s sapphire manufacturing process; (b) such changes comply with all Laws; (c) such changes are consistent with design review requirements of the Work below gradeMaster Developer and Governmental Authorities pursuant to applicable Law; (d) such changes are not inconsistent with any express provision of the Phasing Plan; (e) such changes do not materially reduce the quality of the Landlord Work, as determined by Landlord in its reasonable discretion; and (f) Tenant is responsible for all costs and expenses and all delays resulting from such change, including without limitation costs or expenses relating to: (1) any additional architectural or engineering services and related design expenses, (2) any changes to materials in process of fabrication, (3) cancellation or modification of supply or fabricating contracts, (4) removal or alteration of work or plans completed or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documentsprocess, and (5) delay claims made by any subcontractor (collectively, the contract sum “Cost and time for completion Delay Liability”). Tenant may not require Landlord to make any other change to the Approved Construction Documents without Landlord’s prior written approval, which approval may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identifiedgranted or withheld in Landlord’s sole and absolute discretion. The cost Tenant shall be determined responsible for all Cost and Delay Liability as a result of any such change approved by one of the methods outlined in this ContractLandlord. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Facility Lease Agreement (GT Advanced Technologies Inc.), Facility Lease Agreement (GT Advanced Technologies Inc.)

Change Orders. A. In After the event Town has CD’s have been finalized pursuant to subparagraph (b) above, Tenant shall have the right to request changes in to the Work not covered CD’s at any time following the date hereof by the Contractway of written change order (each, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contracta “Change Order”, and collectively, “Change Orders”). These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Provided such Change Order approved by is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the Town. Contractor shall provide a complete breakdown of all labor impact on cost and material costs with the schedule resulting from said Change Order request(the “Change Order Memorandum of Agreement”). The breakdown Said cost shall include the Contractora fee equal to ten percent (10%) payable to Landlord (or its subsidiary or affiliate) as general contractor, and any applicable architectural and engineering fees. Tenant shall, within five (5) days following Tenant’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance receipt of the Change Order Memorandum of Agreement, either (a) execute and return the Change Order shall identify the corresponding lump sum adjustment Memorandum of Agreement to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below gradeLandlord, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30b) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor retract its request for the Town’s review and approvalChange Order. Contractor shall provide all applicable supporting data and information. Delay in approval If the cost to construct the Tenant Improvements will increase as a result of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If acceptedOrder, the Town shall prepare as set forth in the Change Order for the ContractorMemorandum of Agreement (an “Increase”), Tenant shall pay to Landlord (or Landlord’s signature. The Town shall execute the approved Change Order designee), (i) fifty percent (50%) of such Increase within seven ten (710) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount following execution of the Change Order Memorandum of Agreement, and provide a copy (ii) the remaining fifty percent (50%) of such Increase within ten (10) days following Substantial Completion of the approved Change Order Tenant Improvements. Landlord shall not be obligated to the Surety. In the event commence any work set forth in a Change Order cannot be agreed upon until such time as tenant has delivered to Landlord the Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord for said Change Order in accordance with the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderterms outline above.

Appears in 2 contracts

Sources: Deed of Lease (Maravai Lifesciences Holdings, Inc.), Deed of Lease (Maravai Lifesciences Holdings, Inc.)

Change Orders. A. In Tenant shall have the event Town has right to request in writing that Landlord make changes in to the Work not covered Plans and Specifications from time to time by way of written change orders (each, a “Change Order”, and collectively, the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract“Change Orders”). These changes will not relieve the Surety or Sureties of any bonds and all extra Work Any requested Change Order shall be performed under the conditions of this Contract. Except in an emergency endangering life or propertysubject to Landlord’s prior written consent, changes in Work which consent shall not proceed without a be unreasonably withheld. Without limiting the foregoing, Tenant acknowledges that Landlord shall be deemed to have reasonably withheld its consent if Tenant’s requested Change Order approved by is structural in nature, materially alters the Town. Contractor shall provide a complete breakdown Building shell, or increases the scope of all labor and material costs with work relative to the Building shell from that contemplated in Exhibit “B” hereto, or if the Change Order requestwill delay Substantial Completion beyond the Target Commencement Date. The breakdown Provided such Change Order is reasonably acceptable to Landlord, Landlord shall include in good faith prepare and submit promptly to Tenant a memorandum setting forth the Contractorimpact on cost and schedule resulting from said Change Order (the “Change Order Memorandum of Agreement”). Tenant shall, within three (3) business days following Tenant’s allowance for overhead and profit not to exceed 10% receipt of the net cost Change Order Memorandum of Agreement, either (i) execute and return the change with Work provided directly by the Contractor. For purposes Change Order Memorandum of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant Agreement to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit pricesLandlord, or can be subsequently agreed to by (ii) retract its request for the Parties, Change Order. Fifty percent (50%) of any increase in the cost of the change Work as evidenced in executed Change Order Memorandum of Agreements (except that relative to the Office Work, the landscape and the patio area, only to the extent such increase causes the total cost of such Work to exceed the applicable Allowance) resulting from Change Orders shall be computed paid by application Tenant to Landlord on a monthly basis within fifteen (15) days after Tenant’s receipt of an invoice therefor, which invoice shall reflect all cost increases and decreases pursuant to all Change Order Memorandum of Agreements entered into during the prior month, and which invoice shall net out any increases and decreases resulting from such Change Order Memorandum of Agreements, and fifty percent (50%) shall be paid by Tenant following Substantial Completion of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town Change Orders and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identifiedof Landlord’s request therefor. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to ContractorTenant’s failure to submit proper documentation deliver the payments required in this paragraph shall not entitle Landlord to stop the construction and installation of the applicable portion of the Work until such payment is received, and any resulting delay in the Target Commencement Date shall constitute a Tenant Delay hereunder. In addition, all delinquent payments shall accrue interest at the Interest Rate. If, subsequent to all Change Order Memorandum of Agreements entered into, Landlord’s cost to construct the Office Work, the landscaping and the patio area is decreased from that set forth in the Cost Statement, such savings shall be grounds for a time extension or basis of a claim. The Town shall respond added to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed Allowance and paid by the amount of the Change Order and provide a copy of the approved Change Order Landlord to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderTenant as set forth Section 2.02D above.

Appears in 2 contracts

Sources: Lease Agreement (Container Store Group, Inc.), Lease Agreement (Container Store Group, Inc.)

Change Orders. A. In the event Town has Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall deliver written notice (the “Drawing Change Notice”) of the same to Landlord (which Landlord may require to be on a standard AIA Change Order form), setting forth in detail the proposed changes (the “Tenant Change”) Tenant desires to make to the Approved Working Drawings. Within three (3) business days following receipt of a Drawing Change Notice, Landlord shall deliver written notice to Tenant of either (i) Landlord’s approval of the proposed Tenant Change, or (ii) its disapproval of the proposed Tenant Change (not to be unreasonably withheld, conditioned or delayed, in accordance with Landlord’s rights under Section 3.3 of this Suite 400 Expansion Premises Work not covered by Letter) specifying in reasonably sufficient detail the Contract, these changes will not invalidate reasons for Landlord’s disapproval. If Landlord fails to notify Tenant of Landlord’s approval or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties disapproval of any bonds such Tenant Change within such three (3) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Tenant Change Second Request”) that specifically identifies the Tenant Change and all extra Work contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE THIRD AMENDMENT TO LEASE. IF Landlord’s initials /s/ K.W. Tenant’s initials /s/ B.R. EXHIBIT B Third Amendment 8 Lyft, Inc. LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE.” If Landlord fails to respond to such Tenant Change Second Request within five (5) business days after receipt by Landlord, the Tenant change in question shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order deemed approved by the TownLandlord. Contractor Tenant shall provide a complete breakdown of pay all labor additional costs and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not fees, if any, attributable to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contractsuch Tenant Change, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant subject to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitSuite 400 Improvement Allowance. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Office Lease (Lyft, Inc.), Office Lease (Lyft, Inc.)

Change Orders. A. In the event Town has Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall deliver written notice (the “Drawing Change Notice”) of the same to Landlord (which Landlord may require to be on a standard AIA Change Order form), setting forth in detail the proposed changes (the “Tenant Change”) Tenant desires to make to the Approved Working Drawings. Within three (3) business days following receipt of a Drawing Change Notice, Landlord shall deliver written notice to Tenant of either (i) Landlord’s approval of the proposed Tenant Change, or (ii) its disapproval of the proposed Tenant Change (not to be unreasonably withheld, conditioned or delayed, in accordance with Landlord’s rights under Section 3.3 of this Tenant Work not covered by Letter) specifying in reasonably sufficient detail the Contract, these changes will not invalidate reasons for Landlord’s disapproval. If Landlord fails to notify Tenant of Landlord’s approval or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties disapproval of any bonds such Tenant Change within such three (3) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Tenant Change Second Request”) that specifically identifies the Tenant Change and all extra Work contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE.” If Landlord fails to respond to such Tenant Change Second Request within five (5) business days after receipt by Landlord, the Tenant change in question shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order deemed approved by the TownLandlord. Contractor Tenant shall provide a complete breakdown of pay all labor additional costs and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not fees, if any, attributable to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contractsuch Tenant Change, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant subject to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitTenant Improvement Allowance. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Office Lease (Lyft, Inc.), Office Lease (Lyft, Inc.)

Change Orders. A. In the event Town has Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall deliver written notice (the “Drawing Change Notice”) of the same to Landlord (which Landlord may require to be on a standard AIA Change Order form), setting forth in detail the proposed changes (the “Tenant Change”) Tenant desires to make to the Approved Working Drawings. Within three (3) business days following receipt of a Drawing Change Notice, Landlord shall deliver written notice to Tenant of either (i) Landlord’s approval of the proposed Tenant Change, or (ii) its disapproval of the proposed Tenant Change (not to be unreasonably withheld, conditioned or delayed, in accordance with Landlord’s rights under Section 3.3 of this Expansion Premises Work not covered by Letter) specifying in reasonably sufficient detail the Contract, these changes will not invalidate reasons for Landlord’s disapproval. If Landlord fails to notify Tenant of Landlord’s approval or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties disapproval of any bonds such Tenant Change within such three (3) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Tenant Change Second Request”) that specifically identifies the Tenant Change and all extra Work contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE FIRST AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE.” If Landlord fails to respond to such Tenant Change Second Request within five (5) business days after receipt by Landlord, the Tenant change in question shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order deemed approved by the TownLandlord. Contractor Tenant shall provide a complete breakdown of pay all labor additional costs and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not fees, if any, attributable to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contractsuch Tenant Change, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant subject to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitExpansion Improvement Allowance. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Office Lease (Lyft, Inc.), Office Lease (Lyft, Inc.)

Change Orders. A. In the event Town has Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall deliver written notice (the “Drawing Change Notice”) of the same to Landlord (which Landlord may require to be on a standard AIA Change Order form), setting forth in detail the proposed changes (the “Tenant Change”) Tenant desires to make to the Approved Working Drawings. Within three (3) business days following receipt of a Drawing Change Notice, Landlord shall deliver written notice to Tenant of either (i) Landlord’s approval of the proposed Tenant Change, or (ii) its disapproval of the proposed Tenant Change (not to be unreasonably withheld, conditioned or delayed, in accordance with Landlord’s rights under Section 3.3 of this Additional Premises Work not covered by Letter) specifying in reasonably sufficient detail the Contract, these changes will not invalidate reasons for Landlord’s disapproval. If Landlord fails to notify Tenant of Landlord’s approval or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties disapproval of any bonds such Tenant Change within such three (3) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Tenant Change Second Request”) that specifically identifies the Tenant Change and all extra Work contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE SECOND AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE.” If Landlord fails to respond to such Tenant Change Second Request within five (5) business days after receipt by Landlord, the Tenant change in question shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order deemed approved by the TownLandlord. Contractor Tenant shall provide a complete breakdown of pay all labor additional costs and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not fees, if any, attributable to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contractsuch Tenant Change, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant subject to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitAdditional Improvement Allowance. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Office Lease (Lyft, Inc.), Office Lease (Lyft, Inc.)

Change Orders. A. In the event Town has changes in the Work not covered by the Contract, these changes (i) The Approved Plans will not invalidate be materially modified or relieve Contractor from amended without the prior approval of Tenant, such approval not to be unreasonably withheld, conditioned or delayed. From time to time, prior to or during the performance of the Premises Work, Landlord may elect to propose Landlord Change Orders to the Approved Plans. Landlord shall submit each proposed Landlord’s Change Order to Tenant for its approval, which approval shall not be unreasonably withheld, conditioned or delayed, unless the proposed Landlord Change Order (a) is materially inconsistent with the Approved Plans; or (b) would materially and adversely affect the use or layout of the Leased Premises by Tenant for its usual and customary business operations; notwithstanding the foregoing, Tenant shall not unreasonably withhold, condition or delay its approval to the extent such change is required to (i) comply with applicable Requirements, (ii) to obtain or to comply with any guarantee it has given in this Contractrequired permit for the Landlord’s Work, (iii) to make reasonable adjustments for field deviations or conditions encountered during the construction of the Landlord’s Work, or (iv) to account for long-lead time items, availability, shortages, labor issues, and the like. These changes will not relieve Tenant shall approve or disapprove each proposed Landlord Change Order within three (3) Business Days after receipt thereof, and if Tenant so disapproves Tenant shall specify the Surety reason for disapproval. If ▇▇▇▇▇▇ fails to approve or Sureties of any bonds and all extra Work disapprove the proposed Landlord’s Change Order within three (3) Business Days after receipt thereof, then the proposed Landlord’s Change Order shall be performed under considered to have been approved by Tenant, and the conditions Approved Plans shall be considered to be amended and modified thereby. (ii) Tenant may elect to propose Tenant Change Orders to the Approved Plans by written request to Landlord from time to time prior to Substantial Completion of this Contractthe Premises Work. Except in an emergency endangering life or property, changes in Work shall not proceed without a Each proposed Tenant Change Order approved by the Townshall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Contractor shall provide If a complete breakdown of all labor and material costs with the proposed Tenant Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not is determined by Landlord in its reasonable discretion to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant likely to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, increase the cost of the change Landlord’s Work above the Landlord’s Contribution, to delay the completion of the Landlord’s Work, and/or to cause an increase in other costs and expenses payable by Landlord, then Landlord shall notify Tenant of the estimated amount of such costs and thereafter Tenant may elect, within three (3) days after receipt of Landlord’s request, to withdraw the proposed Tenant Change Order or to elect to proceed with the proposed Tenant Change Order. Failure of Tenant to respond within such three (3) day period shall be computed deemed an election by application of Tenant not to proceed with the unit prices based on quantitiesTenant Change Order. If this method is used no additional allowances shall be made for overhead and profit. 2. If ▇▇▇▇▇▇ withdraws the additional work is not covered by unit prices, unit prices were not provided in the proposal proposed Tenant Change Order within said three (3) day period or bid, or the Parties mutually agreefails to respond within such time frame, then Town and Contractor may negotiate and agree upon Landlord will not be obligated to implement the value of the change prior to the issuance of the proposed Tenant Change Order and the proposed Tenant Change Order shall identify be null and void and of no further force or effect. If Tenant elects to proceed with a Tenant Change Order, Tenant shall reimburse Landlord for the corresponding lump sum adjustment costs associated with such Tenant Change Order proportionally in relation to the contract price. C. In the event concealed conditions are discovered in the performance amount of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made Landlord’s Contribution within thirty (30) days after of billing, as the condition has been identifiedwork associated with such Tenant Change Order is being performed. The cost shall be determined by one In addition, if as a result of a Tenant Change Order the actual costs of the methods outlined Landlord’s Work are greater than the estimated increased costs and expenses, then Tenant shall pay the difference in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review increased costs and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due expenses to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal Landlord within fourteen calendar thirty (1430) days of receipt billing in the same manner set forth above. Time is of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days essence of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderSection 2.2(B).

Appears in 2 contracts

Sources: Lease Agreement (Aktis Oncology, Inc.), Lease Agreement (Aktis Oncology, Inc.)

Change Orders. A. In the event Town has Tenant may request changes in the final Expansion Premises Plans from time to time during construction of the Expansion Premises Work not covered by the Contractsubmitting a written request describing any proposed change to Landlord (a “Tenant Change Proposal”). Any Tenant Change Proposal must be approved by Landlord, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work which approval shall not proceed without a Change Order approved by be unreasonably withheld or delayed. Any increase or decrease in the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Expansion Premises Work provided directly by the Contractor. For purposes of this Contractwhich results from a Tenant Change Proposal, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price if implemented, shall be valid unless added to or subtracted from the procedure outlined in this section is followedFinal Project Cost Proposal, as the case may be. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the PartiesHowever, the cost of any Change Orders necessitated by compliance with applicable legal requirements or conditions on the change Property shall be computed by application Landlord’s sole cost and expense. Landlord shall give notice back to Tenant responding to the Tenant Change Proposal within three (3) calendar days after Landlord’s receipt thereof, specifying the estimated effect, if any, in the cost of the unit prices Expansion Premises Work and the First Expansion Target Date and/or Second Expansion Target Date, whichever is or are applicable, which would result from the subject Tenant Change Proposal, as determined by Landlord reasonably and in good faith based on quantities. If this method is used no additional allowances shall be made for overhead cost and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided time estimation methods customarily utilized in the proposal construction industry (the “Landlord’s Proposed Pricing/Timing Adjustment”). Tenant shall give notice back to Landlord approving or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made disapproving Landlord’s Proposed Pricing/Timing Adjustment within thirty three (303) days after Tenant’s receipt thereof. If Tenant approves Landlord’s Proposed Pricing/Timing Adjustment, the condition has been identifiedsubject Tenant Change Proposal shall become a change order and be incorporated into the final Expansion Premises Plans executed in the construction of the Expansion Premises Work (a “Change Order”). The cost Tenant shall be determined responsible for any actual increase in cost of construction caused by one of the methods outlined in this Contract. D. Change Orders (up to the amount set forth in Landlord’s Proposed Pricing/Timing Adjustment which shall be submitted approved by Tenant) provided such amount results, after all other adjustments, to an increase in the Contractor for Final Project Cost. If Tenant disapproves or does not timely respond to the TownLandlord’s review Proposed Pricing/Timing Adjustment, then the Parties shall work together to arrive at an acceptable Proposed Pricing/Time Adjustment to the Tenant Change Proposal and approvalin furtherance thereof adjust cost estimates, contributions and completion dates in connection with the Expansion Premises Work. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation Landlord shall not be grounds for a time extension or basis of a claim. The Town shall respond authorized to make any other material changes in the Contractorfinal Expansion Premises Plans without Tenant’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing consent in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderwriting.

Appears in 2 contracts

Sources: Lease (Vapotherm Inc), Lease (Vapotherm Inc)

Change Orders. A. In If Tenant requests any changes to the event Town has Plans & Specifications, Landlord shall not unreasonably withhold its consent to any such changes, provided the changes in do not adversely affect the Work not covered Building Structure, any of the Building Systems, or the appearance or value of the Building (any such change requested by Tenant and consented to by Landlord is hereinafter referred to as a “Change Order”). If any Change Order increases the cost of constructing Landlord’s Work, Tenant shall bear such cost, and shall pay to Landlord, pursuant to terms of any such contract for the completion of such Change Order, within twenty (20) days after demand for payment. Any such Change Order shall indicate the additional cost to be paid by the ContractTenant and shall include a 10% of the “hard” cost component of the Change Order as an administrative fee to compensate Landlord for its time and effort in connection with the Change Order. If any Change Order delays Landlord’s completion of Landlord’s Work, these changes then such delay shall constitute a Tenant Delay. As a condition to performing the applicable Change Order, Landlord shall have the right to require Tenant to agree in advance to the period by which completion of Landlord’s Work will be delayed as a result of such Change Order, and if Landlord and Tenant are unable to reasonably agree, then Landlord shall not invalidate or relieve Contractor be obligated to perform the Change Order in question. Tenant shall have five (5) days from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions receipt of this Contract. Except in an emergency endangering life or property, changes in Work shall not information from Landlord to advise Landlord to proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order or to withdraw the request. The breakdown shall include Any other actions of Tenant, or inaction by Tenant (including the Contractor’s allowance failure by Tenant to timely pay for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal any Change Order or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior unreasonably withhold consent to the issuance of the Change Order and the Change Order Plans & Specifications) which delay Landlord in completing Landlord’s Work shall identify the corresponding lump sum adjustment to the contract pricealso constitute a Tenant Delay. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Lease Agreement (Agile Therapeutics Inc), Lease Agreement (Agile Therapeutics Inc)

Change Orders. A. In the event Town has changes If Tenant requests any change, addition, alteration or deletion in the Work not covered by tenant improvement work following approval of the Contractdesign development documents, these changes will not invalidate or relieve Contractor from any guarantee it has given then Landlord shall promptly give Tenant a written estimate of the cost, if any, of the professional and other services required to prepare a change order and the time delay expected, if any, because of such request. If Tenant, in this Contract. These changes will not relieve writing, approved such cost and/or delay within five (5) business days, then Landlord shall have the Surety or Sureties of any bonds change order prepared, and all extra Work the cost thereof shall be performed under charged to the conditions of this Contracttenant improvement allowance, or, if the tenant improvement allowance was not sufficient to cover the cost to prepare the change order, then Tenant shall promptly forward a check made payable to Landlord. Except in an emergency endangering life or propertyThe delay, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs if any, associated with the Change Order request. The breakdown change order request shall include the Contractor’s allowance extend Landlord's time for overhead and profit not to exceed 10% completion of the net tenant improvements. Promptly upon the completion of a change order, Landlord shall notify Tenant in writing of the cost which would be chargeable or creditable to Tenant by reason of the change with Work provided directly by order and the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments time delay expected because of the contract price change order. Tenant shall, within five (5) business days, notify Landlord in writing whether it desires to proceed with the change order. If Tenant notifies Landlord that it desires to proceed with the change order, then the cost thereof shall be valid unless appropriately charged or credited to the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit pricestenant improvement allowance, or can be subsequently agreed if the tenant improvement allowance is not sufficient to by the Parties, cover the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agreeorder, then Town and Contractor may negotiate and agree upon the value of the change prior Tenant shall forward a check made payable to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered Landlord in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy change order cost upon completion of the approved Change Order to change order work. The delay, if any, associated with the Surety. In change order work shall extend Landlord's time for completion of the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Ordertenant improvements.

Appears in 2 contracts

Sources: Lease Agreement, Lease Agreement

Change Orders. A. In 11.1 CTDOT reserves the event Town has changes in right to modify the Scope of Work not covered by the Contractand Technical Specification, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall including without limitation to address work required to be performed under the conditions of this Contract. Except in on an emergency endangering life or propertybasis, changes in Work shall not proceed without and accordingly, may, at any time during the Term, issue a Change Order approved to the Contractor to effectuate the modification. CTDOT shall address the Change Order to the Contractor’s authorized designee and may transmit the Change Order by electronic means. 11.2 As soon as possible after the TownContractor receives a Change Order, but in no event later than fifteen (15) business days thereafter, the Contractor shall, at Contractor’s own cost and expense, provide CTDOT with a written statement either confirming that the Change Order has no price impact on the Contract or providing an explanation for the price increase or decrease, and if applicable, needed schedule adjustment, involved in implementing the Change Order with all supporting documentation required by CTDOT. Such written statement and supporting documentation should be addressed to the Engineer and may be submitted by electronic means. If the Contractor fails to respond in writing to CTDOT within the fifteen (15) business day time period, then Contractor shall provide a complete breakdown of all labor and material costs be obligated to comply with the Change Order requestbut without the benefit of any price increase adjustment. The breakdown shall include Parties may agree to a reasonable adjustment in such response time period by the Contractor’s allowance for overhead and profit not to exceed 10% exchange of mutual written consent by the authorized designees of the net cost Parties. 11.3 If the Contractor identifies needed modifications to the Scope of Work, then the Contractor shall prepare and submit to CTDOT a written request for a Change Order for the proposed modification, including an explanation for the requested modifications and a statement of the change with Work provided directly by price impact, if any, and if applicable, needed schedule adjustment. Such written request should be addressed to the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions Engineer and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1submitted by electronic means. If unit prices are quoted in the proposal or bid and the additional work such request is covered approved by those unit pricesCTDOT, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance CTDOT will issue a written confirmation of the Change Order in accordance with section 11.4. 11.4 The Change Order will not be effective and the Contractor shall not commence performance of the work required under the Change Order shall identify (the corresponding lump sum adjustment “Change Order Work”) until CTDOT issues to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount written confirmation of the Change Order signed by the Rail Administrator or his/her authorized designee. Such written confirmation may be transmitted by electronic means. 11.5 The Contractor shall promptly perform and provide a copy complete the Change Order Work in accordance with any time frames or deadlines set forth in CTDOT’s written confirmation of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Contract for Design and Manufacture of Rail Cars and Related Services, Contract for Design and Manufacture of Rail Cars and Related Services

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals with respect to items of work not shown on the Plans (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within five (5) business days after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs, which costs shall include a construction management fee equal to four percent (4%) of the Change Proposal (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). With respect to Change Proposals for which a response cannot covered by reasonably be developed within five (5) business days, Landlord shall within the Contractfive business-day response period advise Tenant of the steps necessary in order for Landlord to evaluate the Change Order Proposal and the date upon which Landlord’s Change Order Response will be delivered. Tenant shall have the right to then approve or withdraw such Change Proposal within five (5) days after receipt of Landlord’s Change Order Response (or Landlord’s notice that a Change Proposal could not be evaluated within the five business-day response period set forth above). If Tenant fails to respond to Landlord’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under the conditions of this Contractdeemed withdrawn. Except in an emergency endangering life or property, changes in Work shall not proceed without a If Tenant approves Landlord’s Change Order approved by Response, then such Change Proposal shall be deemed a “Change Order” hereunder and if the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order is made, then the Change Order Costs associated with the Change Order request. The breakdown shall include be deemed additions to the Contractor’s allowance for overhead Tenant Plan Excess Costs and profit not to exceed 10% of shall be paid in the net cost of the change with Work provided directly by the Contractor. For purposes same manner as Tenant Plan Excess Costs are paid as set forth in Section 1.5 of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractAgreement. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Lease Agreement (Care.com Inc), Lease Agreement (Care.com Inc)

Change Orders. A. In After the event Town has parties approve the Final Plans and a building permit for the Tenant Improvements is issued, any further changes to the Final Plans shall require the prior written approval of Tenant and EXHIBIT B Landlord (not to be unreasonably withheld or delayed), provided that Landlord shall not need the consent or approval of Tenant for changes to the Final Plans that do not affect the Tenant Improvements and/or the Premises or materially alter the character of the Building. If Tenant desires any change in the Work not covered Final Plans relative to the Tenant Improvements which is reasonable and practical (which shall be conclusively determined by the ContractArchitect), these such changes will not invalidate may only be requested by the delivery to Landlord by Tenant of a proposed written "Change Order" specifically setting forth the requested change. Landlord shall have five (5) business days from the receipt of the proposed Change Order to provide Tenant with the Architect's disapproval of the proposed change stating the reason(s) for such disapproval, or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve if the Surety or Sureties Architect approves the proposed change, the following items: (i) a summary of any bonds and all extra Work shall be performed under increase in the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a cost caused by such change (the "Change Order approved Cost"), (ii) a statement of the number of days of any delay caused by such proposed change (the Town. Contractor shall provide a complete breakdown of all labor and material costs with the "Change Order request. The breakdown shall include the Contractor’s allowance for overhead Delay"), and profit not to exceed 10% (iii) a statement of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change Change Order Delay (the "Change Order Delay Expense"), which Change Order Delay Expense shall be computed by application the product of the unit prices based on quantitiesnumber of days of delay multiplied by the estimated daily Base Rent rate. Tenant shall then have three (3) business days to approve the Change Order Cost, the Change Order Delay and the Change Order Delay Expense. If this method is used no additional allowances Tenant approves these items, Tenant shall be made for overhead pay to Landlord the Change Order Cost and profit. Change Order Delay Expense within two (2. If the additional work is not covered by unit prices) business days after Tenant's approval thereof, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value Landlord shall promptly following receipt of the change prior to the issuance of such payment execute the Change Order and cause the appropriate changes to the Final Plans to be made. If Tenant fails to respond to Landlord within said three (3) business day period, the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below gradeCost, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of Delay and the Change Order Delay Expense shall be deemed disapproved by Tenant and provide a copy of Landlord shall have no further obligation to perform any Work set forth in the approved proposed Change Order. The Change Order to Cost shall include all costs associated with the Surety. In Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as conclusively determined by the event Architect and the Contractor (defined in Section 7), respectively, together with a five percent (5%) fee of these costs as reimbursement for the expense of administration and coordination of such Change Order cannot be agreed upon by Landlord's Representative. The Change Order Delay shall include all delays caused by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order, including, without limitation, all design and construction delays, as conclusively determined by the Architect and the Contractor (defined in Section 7), respectively.

Appears in 2 contracts

Sources: Multi Tenant Industrial Triple Net Lease (Brooks Automation Inc), Multi Tenant Industrial Triple Net Lease (Brooks Automation Inc)

Change Orders. A. In the event Town has changes If Tenant requests any change, addition, alteration or deletion in the Work not covered by tenant improvement work following approval of the Contractdesign development documents, these changes will not invalidate or relieve Contractor from any guarantee it has given then Landlord shall promptly give Tenant a written estimate of the cost, if any, of the professional and other services required to prepare a change order and the time delay expected, if any, because of such request. If Tenant, in this Contract. These changes will not relieve writing, approved such cost and/or delay within five (5) business days, then Landlord shall have the Surety or Sureties of any bonds change order prepared, and all extra Work the cost thereof shall be performed under charged to the conditions of this Contracttenant improvement allowance, or, if the tenant improvement allowance was not sufficient to cover the cost to prepare the change order, then Tenant shall promptly forward a check made payable to Landlord. Except in an emergency endangering life or propertyThe delay, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs if any, associated with the Change Order request. The breakdown change order request shall include the Contractor’s allowance extend Landlord's time for overhead and profit not to exceed 10% completion of the net tenant improvements. Promptly upon the completion of a change order, Landlord shall notify Tenant in writing of the cost which would be chargeable or creditable to Tenant by reason of the change with Work provided directly by order and the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments time delay expected because of the contract price change order. Tenant shall, within five (5) business days, notify Landlord in writing whether it desires to proceed with the change order. If Tenant notifies Landlord that it desires to proceed with the change order, then the cost thereof shall be valid unless appropriately charged or credited to the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit pricestenant improvement allowance, or can be subsequently agreed if the tenant improvement allowance is not sufficient to by the Parties, cover the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agreeorder, then Town and Contractor may negotiate and agree upon the value of the change prior Tenant shall forward a check made payable to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered Landlord in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy change order cost upon completion of the approved Change Order to change order work. The delay, if any, associated with the Suretychange order work shall extend Landlord's time for completion of the tenant improvements. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.LEASE EXHIBIT E OPTION SPACE AND EXPANSION SPACE

Appears in 2 contracts

Sources: Lease Agreement, Lease Agreement

Change Orders. A. In the event Town has Tenant desires to change the Approved Construction Drawings (other than Minor Variations, hereafter defined), Tenant shall deliver notice (the “Drawing Change Notice”) of the same to Landlord, setting forth in detail the changes (the “Tenant Change”) Tenant desires to make to the Approved Construction Drawings. Landlord shall, within four (4) business days of receipt of a Drawing Change Notice either (i) approve the Tenant Change, or (ii) reasonably disapprove the Tenant Change and deliver a notice to Tenant specifying in reasonably sufficient detail the reasons for ▇▇▇▇▇▇▇▇’s disapproval. In the event Landlord fails to respond to the Tenant Change within said three (3) business day period, then Tenant may resubmit the same to Landlord’s representative with a cover letter stating “Landlord’s failure to respond shall result in the Work not covered deemed approval of the attached” in all capital letters and in bold face type. In the event Landlord fails to respond to the Tenant Change within three (3) business days following such second submittal, then such second failure by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work Landlord shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without deemed a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor acceptance and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% approval of the net cost Tenant Change by Landlord. Any additional costs which arise in connection with such Tenant Change shall be paid by Tenant; provided, however, that to the extent the Tenant Improvement Allowance has not been depleted, such payment shall be made out of the change with Work provided directly by the ContractorTenant Improvement Allowance. For purposes of this ContractWork Letter, “net costMinor Variations” shall mean minor adjustments necessary due to field deviations or conditions encountered during the difference between all proper cost additions and deductions. No claim for adjustments construction of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractTenant Improvements. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Sublease Agreement (Braveheart Bio, Inc.), Sublease Agreement (Braveheart Bio, Inc.)

Change Orders. A. In Following Tenant’s approval of the event Town has Working Drawings, Tenant may only request that Landlord make changes in to the Tenant Improvement Work not covered by pursuant to the Contractterms, these changes will not invalidate or relieve Contractor from any guarantee it has given conditions and procedures set forth in this ContractSection 6. These Upon Tenant’s request and Tenant’s submission of the necessary information and/or plans and specifications for any changes or additions to the Tenant Improvement Work (“Change Order Work”), and Landlord’s reasonable approval of the Change Order Work, Landlord will not relieve cause its contractors to perform the Surety or Sureties Change Order Work, at Tenant’s sole cost and expense, subject only to the application of any bonds and all extra Work shall be performed under unspent portion(s) of the conditions of this ContractTI Allowance. Except in an emergency endangering life or property, changes in Work shall not proceed without a Prior to commencing any Change Order approved Work requested by Tenant, Landlord will submit to Tenant a written statement of the Town. Contractor shall provide a complete breakdown of all labor and material costs additional cost or cost savings, if any, associated with the Change Order requestWork and, if known, whether the Change Order Work would reasonably result in any delay in the Scheduled Completion Date, Concurrently with this statement, Landlord also will submit To Tenant a proposed tenant change order (“Tenant Change Order”) for the Change Order Work. The breakdown shall include Tenant will execute and deliver to Landlord the Contractor’s allowance for overhead and profit not Tenant Change Order and, subject only to exceed 10% of the net TI Allowance, will pay Landlord the entire remaining cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed Tenant Change Order as Additional Rent pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1Paragraph 2(b), above. If unit prices are quoted in Tenant fails to execute and deliver the proposal Tenant Change Order or bid and pay the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the entire cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered Work which is in the performance excess of the Work below gradeTI Allowance within the applicable period, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall Landlord will not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount perform any of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderWork.

Appears in 2 contracts

Sources: Office Lease Agreement (JOINT Corp), Office Lease Agreement (JOINT Corp)

Change Orders. A. In Tenant shall have the event Town has right to request in writing that Landlord make changes from time to time in the Work Final Plans (each, a “Change Order”, and collectively, “Change Orders”), and Landlord shall not covered unreasonably refuse to do so. Provided such Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth Landlord’s estimate of the impact on cost and the delay in the construction schedule resulting from said Change Order, including the reason for such delay, if any, (a “Change Order Cost and Schedule Estimate”) as soon as reasonably practicable after Tenant’s request, and Tenant may, by providing written notice, accept or reject the ContractChange Order Cost and Schedule Estimate within five (5) business days after Tenant’s receipt of the Change Order Cost and Schedule Estimate. If Tenant rejects the Change Order Cost and Schedule Estimate or if Tenant does not accept the Change Order Cost and Schedule Estimate within such 5-business day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work Change Order shall be performed under the conditions deemed rescinded. Upon Tenant’s acceptance of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor Cost and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined Schedule Estimate that results in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted increase in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change Tenant Improvements, such increase shall be computed payable by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties Tenant to Landlord as mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted agreed by the Contractor for the Townparties. Upon Tenant’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval acceptance of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time Cost and Schedule Estimate that results in an extension or basis of a claim. The Town shall respond to in the Contractor’s proposal within fourteen calendar (14) days of receipt schedule of the proposal. If acceptedTenant Improvements, such increase in time shall automatically extend the Town shall prepare Target Delivery Date by the same number of days accepted in the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order Cost and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderSchedule Estimate.

Appears in 2 contracts

Sources: Office Lease Agreement (Root, Inc.), Office Lease Agreement (Root Stockholdings, Inc.)

Change Orders. A. In Sublessee and Sublessor shall have the event Town has right, in accordance herewith, to submit change proposals subsequent to the preparation and approval of the Project Plans. Any such change proposals requested by Sublessee or Sublessor after the delivery and approval by Sublessee of the Project Plans shall be requested and instituted in accordance with the provisions of this Exhibit D and shall be subject to the written approval of the other party, such approval not to be unreasonably withheld, conditioned or delayed. If Sublessee wishes to request changes to the Project Plans (“Changes”), Sublessee shall request such Changes by notifying Sublessor in writing (a “Change Proposal”), which Change Proposal shall detail the nature and extent of any such Change. Sublessor shall, before proceeding with any Change, use diligent efforts to respond to Sublessee as soon as is reasonably possible and advise Sublessee of any anticipated increase in costs (including architectural and engineering fees) (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any Sublessee Delay which would likely result in the completion of Sublessor’s Work not covered by if a Change Proposal is made pursuant thereto (“Sublessor’s Change Order Response”). Sublessee shall have the Contractright to then approve or withdraw such Change Proposal within five (5) days after receipt of Sublessor’s Change Order Response. If Sublessee fails to respond to Sublessor’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work Change Proposal shall be performed under the conditions of this Contractdeemed withdrawn. Except in an emergency endangering life or propertyIf Sublessee approves such Change Proposal, changes in Work then such Change Proposal shall not proceed without be deemed a “Change Order approved by the Town. Contractor Order” and Sublessor shall provide a complete breakdown of all labor and material costs with cause the Change Order requestto be instituted. The breakdown Sublessee shall include reimburse Sublessor for Change Order Costs actually incurred by Sublessor as a result of a Change Order, but only to the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined extent such Change Order Costs result in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1Sublessee’s Improvements to exceed the Construction Allowance. If unit prices are quoted Sublessor wishes to request Changes, Sublessor shall provide Sublessee with a Change Proposal, which Change Proposal shall detail the nature and extent of any such Change, together with all plans, drawings, specifications and other documentation necessary to show or describe the proposed Change. Sublessor shall advise Sublessee of any anticipated cost savings or cost increases associated with such Change Proposal, as well as an estimate of any delay (or time savings, if applicable) which would likely result in the proposal completion of Sublessor’s Work if the Change Proposal is instituted. Sublessee shall have the right to disapprove a Change Proposal if (i) the Change could reasonably be expected to result in a delay in Substantial Completion or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost an extension of the change shall Delivery Date, (ii) the Change could reasonably be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided expected to result in the proposal a decrease in quality or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior Building or an increase in the cost to operate or maintain the issuance Building, or (iii) the Change involves a substitution of materials, equipment or finishes that are of a lesser quality, value or utility than those previously specified in the Project Plans. Sublessee shall, within five (5) days (or such additional reasonable period of time as is necessary for Sublessee to properly evaluate the Change given its nature and complexity) after the delivery of such Change Proposal, notify Sublessor whether it approves or rejects the Change. If Sublessee approves the Change Proposal, then such Change Proposal shall be deemed a “Change Order” and Sublessor shall cause the Change Order to be instituted. If Sublessee disapproves the Change, then Sublessee’s notice to Sublessor shall be accompanied by Sublessee’s reasons for such disapproval along with recommendations, changes or modifications (if any) that would make the Change acceptable to Sublessee. After receipt of ▇▇▇▇▇▇▇▇▇’s rejection notice, Sublessor shall either withdraw the Change Proposal or modify the same in accordance with Sublessee’s recommendations and resubmit the same for Sublessee’s approval. If Sublessee approves such resubmitted Change Proposal, such Change Proposal shall be deemed a “Change Order” and Sublessor shall cause the Change Order shall identify the corresponding lump sum adjustment to the contract pricebe instituted. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Lease (Salient Surgical Technologies, Inc.), Lease (Salient Surgical Technologies, Inc.)

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals with respect to items of work not shown on the Plans (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within such time as is reasonably necessary (taking into consideration the information contained in such Change Proposal) after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs which costs shall include a construction management fee equal to 4% of the Change Proposal (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work not covered by if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). Tenant shall have the Contractright to then approve or withdraw such Change Proposal within five (5) days after receipt of Landlord’s Change Order Response. If Tenant fails to respond to Landlord’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under the conditions of this Contractdeemed withdrawn. Except in an emergency endangering life or property, changes in Work shall not proceed without a If Tenant approves Landlord’s Change Order approved by Response, then such Change Proposal shall be deemed a “Change Order” hereunder and if the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order is made, then the Change Order Costs associated with the Change Order request. The breakdown shall include be deemed additions to the Contractor’s allowance for overhead Tenant Plan Excess Costs and profit not to exceed 10% of shall be paid in the net cost of the change with Work provided directly by the Contractor. For purposes same manner as Tenant Plan Excess Costs are paid as set forth in Section 1.5 of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractAgreement. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Lease Agreement (Flexion Therapeutics Inc), Lease Agreement (Flexion Therapeutics Inc)

Change Orders. A. In the event Town has changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without If Tenant requests a Change Order approved by (a “Tenant Change Order”), it shall be submitted to Landlord and the TownLandlord General Contractor for review. Contractor Landlord shall provide a complete breakdown notify Tenant no more than five (5) business days of all labor and material costs with the Tenant’s Change Order request. The breakdown request of a good faith estimate of the actual additional cost (if any), or the decrease in cost (if any), and additional time (if any) required to perform such Tenant Change Order. (i) If the Tenant Change Order decreases the GMP Budget, ▇▇▇▇▇▇▇▇’s approval of the request shall include not be unreasonably withheld, conditioned or delayed, and the Contractor’s allowance for overhead and profit not to exceed 10Tenant shall be credited with 100% of such savings credited to reduce the net cost of the change with Work Initial Annual Rent calculation as provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractSubsection 6(b). B. The Parties agree that (ii) If the Tenant Change Order increases the Final GMP Budget, Tenant and Landlord shall first attempt to modify other budgeted improvements to reduce the total construction costs so there are two methods that may be utilized is no change to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2overall Final GMP Budget. If the additional work is not covered parties are unable to reduce other costs, and ▇▇▇▇▇▇▇▇ agrees to assume the payment for a Tenant Change Order that increases the GMP Budget, such changes shall be recovered by unit pricesan increased adjustment to the Initial Annual Rent calculation per Subsection 6(b). (iii) Notwithstanding anything contained herein to the contrary, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change no event shall Tenant be obligated to make any payments to Landlord prior to the issuance Landlord Improvement Substantial Completion Date which in the aggregate would exceed an amount equal to eighty-nine and 9/10ths percent (89.9%) of the Change Order and then incurred project costs for the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions Landlord Improvements (less land acquisition costs) that are discovered in the performance properly capitalizable as a cost of construction of the Work below gradeLandlord Improvements in accordance with generally accepted accounting principles. Should Tenant’s portion be projected to exceed such amount, or in Tenant and Landlord agree to modify the event concealed or unknown conditions in an existing structure vary from improvements to reduce the conditions indicated in total construction costs and thereby decrease the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this ContractFinal GMP Budget. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 2 contracts

Sources: Triple Net Lease (MINDBODY, Inc.), Triple Net Lease (MINDBODY, Inc.)

Change Orders. A. In Once the event Town has changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order Contract Documents have been approved by the Town. Contractor shall provide a complete breakdown of all labor Landlord and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this ContractTenant, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances Tenant-requested changes shall be made for overhead and profit. 2. If to the additional Contract Documents (“Change Orders”) without the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed to the extent that Landlord determines that such change does not include any work is not covered by unit prices, unit prices were not provided in that will or may (i) delay the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value substantial completion of the Tenant Improvements, (ii) affect the base Building structure, (iii) adversely affect any base Building system or (iv) be or become visible from outside the Premises, in which event Landlord shall have the right to grant or deny Landlord’s consent to such change prior to the issuance of the Change Order in Landlord’s sole and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time absolute discretion. All requests for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approvalin writing. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation Landlord shall not be grounds responsible for a time extension or basis any delay in occupancy by Tenant of the Second Additional Premises, nor shall the Second Additional Premises Commencement Date be delayed, because of any changes to the Tenant’s Plans requested by Tenant after approval by Landlord and Tenant. Tenant shall be required to pay the costs incurred in connection with any changes to the Tenant’s Plans to Landlord, in full, within ten (10) days after invoice. Any costs payable by Tenant to Landlord under this Work Agreement shall be deemed to be Additional Rent under the Lease, and in the event of any default by Tenant in any payment thereof, Landlord shall (in addition to all other rights and remedies) have the same rights and remedies arising under the Lease in the event of a claim. The Town shall respond to default regarding the Contractor’s proposal within fourteen calendar (14) days payment of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderRent.

Appears in 2 contracts

Sources: Office Lease (Chimerix Inc), Office Lease (Chimerix Inc)

Change Orders. A. In Any change order (“Change Order”) to the event Town has changes Improvements and/or any portions of the Improvements applicable to the portions of the Building that are intended for the use and benefit of Tenant may be initiated by Landlord or Tenant. Such Change Orders will be subject to Landlord’s and Tenant’s prior written approval, which approval will not be unreasonably withheld, delayed, or conditioned so long as such Changer Order (i) is required by, or does not violate, applicable law, (ii) in the case of a proposed change to the Improvements requested by Tenant, does not increase the costs of the Improvements (unless the Tenant agrees to pay for (or have the Tenant Improvement Allowance reduced by the amount of) the increase in the costs of construction), or (iii) in the case of a proposed change to the Improvements requested by Tenant, does not result in significant delays to the Work Schedule. Any delay in the Work not covered Schedule from the Improvements caused directly and specifically by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved initiated or caused by Tenant will be a Construction Delay. If Landlord or Tenant fails to notify the Town. Contractor shall provide other of its approval or disapproval of a complete breakdown written notice of all labor and material costs with a proposed Change Order within ten (10) business days after the receipt of the request to approve the Change Order request. The breakdown shall include (together with the Contractor’s allowance for overhead support documentation and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined information specified in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the PartiesSection 13), the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the proposed Change Order and the Change Order shall identify the corresponding lump sum adjustment will be deemed conclusively to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has have been identifiedapproved. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in Upon approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for that results in a Construction Delay then, at the election of Landlord, the applicable time extension or basis of a claim. The Town shall respond tables, deadlines, and critical milestones provided in the Work Schedule relating to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed Improvements will be extended or advanced by the amount appropriate number of days and the Change Order and provide a copy Work Schedule shall be deemed modified in accordance therewith. Additionally, upon approval of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Partiesthat requires adjustments, nothing in this Contract shall preclude the Town from performingmodifications, or having performedrevisions to the previously approved Landlord Improvement Plans or the Tenant Improvement Plans, then the Work requested Landlord Improvement Plans or the Tenant Improvement Plans, as applicable, shall be deemed modified and approved in a accordance with the Change Order.

Appears in 2 contracts

Sources: Lease Agreement (Weave Communications, Inc.), Lease Agreement (Weave Communications, Inc.)

Change Orders. A. In As used herein, the event Town has changes term "Change Order" shall mean (A) a written order from Landlord which Landlord determines is necessary to carry out the approved design and construction of the Base Building Improvements, whether due to any mistake or omission in, or clarification of, the Design Documents, or (B) a written order to Landlord from Tenant requesting or authorizing a Change in Landlord's Work or an adjustment of the Progress Schedule. If Tenant requests any change order for the Base Building Improvements, Landlord shall submit all such Change Orders with plans, specifications, pricing and a schedule of values if appropriate to Tenant for its review and approval. No Change Order for a change in the Work Base Building Improvements requested by Tenant shall be effective unless approved by Landlord's Representative and Tenant's Representative in writing, such approval not covered to be unreasonably withheld or delayed. Tenant shall pay an amount equal to all costs directly incurred by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties Landlord as a result of any bonds Change Orders signed by Tenant and all extra Landlord affecting Landlord's Work shall be performed under or the conditions Base Building Improvements, including the cost to Landlord of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Landlord's Contractor’s allowance for 's overhead and profit not equal to exceed 10% of the net cost those costs exclusive of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town Amounts due and Contractor may negotiate and agree upon the value payable on account of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. such Change Orders shall be submitted paid within fifteen (15) days of billing therefor, and in all events by the Contractor Substantial Completion Date. If, however, Tenant has elected to have Landlord advance the Tenant Allowance, amounts due and payable by Tenant on account of such Change Orders may be applied to the extent of the unadvanced balance, if any, of the Tenant Allowance. After completion of the Base Building Improvements, Landlord shall deliver a set of as built plans for the Town’s Base Building Improvements to Tenant upon Landlord's receipt thereof. Landlord agrees to provide Tenant with copies of all Change Orders for the Base Building Improvements from Landlord. Tenant shall have five (5) business days after the receipt thereof to review and approvalapprove or disapprove of any such Change Orders. Contractor shall provide all applicable supporting data and information. Delay in approval of Tenant may disapprove a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposalfrom Landlord only if such Change Order would materially and adversely affect Base Building Improvements. If acceptedTenant does not notify Landlord of Tenant's disapproval within such five-business day period, the Town Tenant shall prepare the Change Order for the Contractor’s signature. The Town shall execute the be deemed to have approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a such Change Order.

Appears in 2 contracts

Sources: Lease (Vertex Pharmaceuticals Inc / Ma), Lease (BioMed Realty Trust Inc)

Change Orders. A. In If Tenant shall require changes to the event Town has changes approved Construction Documents or the Construction Contract ("Change Orders"), Tenant shall deliver to Landlord for its approval, which approval shall not be unreasonably withheld or delayed, a detailed description of the proposed change, including any plans and specifications for such Change Orders, if applicable (collectively, the "Change Order Plans"). Landlord shall within five (5) business days after receipt of Tenant's Change Order Plans, either provide comments to such Change Order Plans or approve the same. If Landlord provides Tenant with comments to the initial draft of the Change Order Plans, and provided Tenant still desires to pursue such Change Order, Tenant shall provide revised Change Order Plans to Landlord incorporating Landlord's comments. Landlord shall then either provide comments to such revised Change Order Plans or approve such Change Order Plans. The process described in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work previous sentence shall be performed under repeated, if necessary, until the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order Plans have been finally approved by Landlord. After the TownChange Order Plans have been approved by Landlord and Tenant in writing, they shall be submitted to the Contractor for its review. The Contractor shall provide a complete breakdown promptly upon receipt notify Landlord and Tenant of all labor and material costs with the estimated increase or reduction in cost and/or construction time which would likely result if such Change Order request is implemented. Following Tenant's receipt of such information from Contractor, Tenant shall have two (2) business days to withdraw such Change Order request. The breakdown shall include If Tenant fails to withdraw such Change Order request within such time, then the Contractor’s allowance for overhead final Construction Documents and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price Construction Contract shall be valid unless the procedure outlined in this section is followedamended accordingly to include such Change Order Plans. Any Work performed pursuant to an approved change order Tenant shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted immediately pay Landlord for any increase in the proposal or bid amounts due under the Construction Contract as a result of such Change Order. In addition, Tenant shall pay for all preparations and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance revisions of the Change Order Plans (including Landlord's costs in reviewing the same) and the construction of all Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered Orders. Any delays in the performance Substantial Completion of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted Tenant Improvements caused by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Tenant's Change Orders (whether or not they are implemented) shall be submitted by constitute a "Tenant Delay" for purposes of Section 5 of this Tenant Improvement Agreement and the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderLease.

Appears in 1 contract

Sources: Lease (Clarify Inc)

Change Orders. A. In (i) Tenant shall have the event Town has right from time to time to request changes in to the Work not covered Construction Drawings by way of written change order (each, a “Change Order,” and collectively, “Change Orders”). Landlord shall prepare and submit to Tenant within ten (10) days a memorandum setting forth the Contractimpact on cost and schedule, these changes will not invalidate if any, resulting from said Change Order (the “Change Order Memorandum of Agreement”), with such cost including any additional design fees and, if the applicable Change Order increases the cost to complete the Turnkey Work, a ten percent (10%) construction management fee. Tenant shall, within three (3) business days following Tenant’s receipt of the Change Order Memorandum of Agreement, either (a) execute and return the Change Order Memorandum of Agreement to Landlord, or relieve Contractor from any guarantee it has given in this Contract(b) retract its request for the Change Order. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work Landlord shall not proceed without be obligated to commence any work set forth in a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with until such time as Tenant has delivered to Landlord the Change Order requestMemorandum of Agreement executed by Tenant. The breakdown increase in the cost to construct the Turnkey Work, if any, resulting from the Change Order, as set forth in the Change Order Memorandum of Agreement, shall include be herein referred to as the Contractor’s allowance “Excess Turnkey Change Order Costs.” Landlord shall invoice Tenant on a monthly basis for overhead and profit not to exceed 10% the portion of the net Excess Turnkey Change Order Costs actually incurred by Landlord during the prior month and Tenant shall pay to Landlord the amount set forth in such invoice within ten (10) days following receipt of such invoice. (ii) Notwithstanding anything in this Lease to the contrary, in the event the actual cost of the change with Turnkey Work provided directly is reduced as a result of a Change Order to the Turnkey Work, as set forth in the Change Order Memorandum of Agreement, then the Minimum Annual Rent and corresponding Monthly Rental Installment schedules set forth in Section 1.01 above shall be modified to reflect such decrease, as such costs have been quantified in the applicable Change Order Memorandum of Agreement executed by the ContractorTenant. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted calculating a reduction in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed Minimum Annual Rent due to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior Change Orders to the issuance of Turnkey Work, Landlord shall multiply the net savings resulting from the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract priceOrder, plus five percent (5%), by 0.0795. [Example: Assume $400,000 savings. Then, $400,000 × 1.05 = $420,000 × 0.0795 = $33,390 Minimum Annual Rent savings. C. In the event concealed conditions are discovered in the performance of the Work below grade] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract DocumentsMARKED BY BRACKETS, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this ContractHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (Restoration Hardware Inc)

Change Orders. A. In After the event Town has parties approve the Final Plans and the Work Cost Estimate, any further changes to the Final Plans shall require the prior written approval of Tenant and Landlord (not to be unreasonably withheld or delayed). If Tenant desires any change in the Work not covered Final Plans relative to the Tenant Improvements which is reasonable and practical (which shall be conclusively determined by the ContractArchitect), these such changes will not invalidate may only be requested by the delivery to Landlord by Tenant of a proposed written "Change Order" specifically setting forth the requested change. Landlord shall have five (5) business days from the receipt of the proposed Change Order to provide Tenant with the Architect's disapproval of the proposed change stating the reason(s) for such disapproval, or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve if the Surety or Sureties Architect approves the proposed change, the following items: (i) a summary of any bonds and all extra Work shall be performed under increase or decrease in the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a cost caused by such change (the "Change Order approved Cost"), (ii) a statement of the number of days of any delay caused by such proposed change (the Town. Contractor shall provide a complete breakdown of all labor and material costs with the "Change Order request. The breakdown shall include the Contractor’s allowance for overhead Delay"), and profit not to exceed 10% (iii) a statement of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change Change Order Delay (the APPLIX, INC. LEASE AGREEMENT "Change Order Delay Expense"), which Change Order Delay Expense shall be computed by application the product of the unit prices based on quantitiesnumber of days of delay multiplied by the estimated daily Base Rent rate. Tenant shall then have five (5) business days to approve the Change Order Cost, the Change Order Delay and the Change Order Delay Expense. If this method is used no additional allowances Tenant approves these items, Tenant shall be made for overhead and profit. 2. If pay to Landlord, as to the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value cost of the change prior Change Order, within ten (10) business days of invoicing, as follows: fifty percent (50%) upon such Tenant Approval and the remainder upon completion of the Change Order, only to the issuance extent such Change Order exceeds the allowance as defined in Section 10 of this Work Letter, and as to the cost of the Change Order Delay Expense, if applicable, upon the date that such rent payments would have been due if not for the Change Order Delay. Landlord shall promptly following receipt of the first payment for the Change Order, execute the Change Order and cause the appropriate changes to the Final Plans to be made. If Tenant fails to respond to Landlord within said five (5) business day period, the Change Order Cost, the Change Order Delay and the Change Order Delay Expense shall identify the corresponding lump sum adjustment be deemed disapproved by Tenant and Landlord shall have no further obligation to the contract price. C. In the event concealed conditions are discovered perform any Work set forth in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by proposed Change Order. The Change Order upon claim Cost shall include all costs associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as conclusively determined by either party made within thirty the Architect and the Contractor (30) days after the condition has been identifieddefined in Section 7). The cost Change Order Delay shall be include all delays caused by the Change Order, including, without limitation, all design and construction delays, as conclusively determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by Architect and the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay (defined in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If acceptedSection 7), the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderrespectively.

Appears in 1 contract

Sources: Single Tenant Commercial Lease (Applix Inc /Ma/)

Change Orders. A. In Tenant shall have the right, in accordance herewith, to submit for Landlord’s approval change proposals with respect to items of work not shown on the Plans (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within such time as is reasonably necessary (taking into consideration the information contained in such Change Proposal) after the submission thereof by Tenant but in any event Town has changes within five (5) business days of Landlord’s receipt of same, advising Tenant of any anticipated increase in costs which costs shall include a construction management fee equal to 4% of the Change Proposal (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work not covered by if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). Tenant shall have the Contractright to then approve or withdraw such Change Proposal within five (5) days after receipt of Landlord’s Change Order Response. If Tenant fails to respond to Landlord’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under the conditions of this Contractdeemed withdrawn. Except in an emergency endangering life or property, changes in Work shall not proceed without a If Tenant approves Landlord’s Change Order approved by Response, then such Change Proposal shall be deemed a “Change Order” hereunder and if the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order is made, then the Change Order Costs associated with the Change Order request. The breakdown shall include be deemed additions to the Contractor’s allowance for overhead Tenant Plan Excess Costs and profit not to exceed 10% of shall be paid in the net cost of the change with Work provided directly by the Contractor. For purposes same manner as Tenant Plan Excess Costs are paid as set forth in Section 1.5 of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractAgreement. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease (Inotek Pharmaceuticals Corp)

Change Orders. A. Tenant shall have the right to request revisions to the Construction Plans for any Tenant Add/Alternate Costs (any such request for a revision being referred to as a “Change Order”) on a form provided or otherwise approved by Landlord. Any such Change Order shall be prepared by Landlord’s Architect at Tenant's sole cost and expense. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the estimated increased cost in the Finish Work, if any, resulting from such Change Order. Tenant, within three (3) business days, shall notify Landlord in writing whether it desires to proceed with such revisions. In the event Town has changes absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Work not covered by the Contract, these changes will not invalidate or relieve Contractor Premises resulting from any guarantee it has given in this ContractChange Order. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without If a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined results in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine increase in the cost of changes: 1. If unit prices are quoted in the proposal Finish Work, such increased costs, plus any applicable state sales or bid and the additional work is covered by those unit pricesuse tax thereon, or can be subsequently agreed to by the Parties, the cost of the change shall be computed payable by application Tenant within fifteen (15) days of the unit prices based on quantitiesdemand. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior Notwithstanding anything herein to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below gradecontrary, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. all Change Orders shall be submitted by subject to the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation Landlord, which approval shall not be grounds for a time extension unreasonably withheld, conditioned or basis of a claim. The Town shall respond delayed (subject to the Contractorimmediately following paragraph). Landlord has no obligation to approve any Change Order if, in Landlord’s proposal within fourteen calendar reasonable judgment, such Finish Work (14i) days of receipt would delay completion of the proposalapplicable Finish Work beyond the Target Delivery Date, (ii) would materially increase the cost of operating the Building or increase the cost of performing any other work in the Building, (iii) is incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office, or (v) otherwise does not comply with the provisions of the Lease (including, without limitation, Article 8). If acceptedBy its execution of the Lease, and submission of Change Orders, Tenant will be deemed to have approved of such Change Orders. Notwithstanding the Town shall prepare foregoing or anything herein to the contrary, if any Change Order reasonably specifies a long lead item, such as custom cabinetry or a piece of specialized equipment, that Landlord reasonably determines could not be delivered and installed in a manner consistent with the completion of the applicable portion of the Finish Work by the Target Delivery Date, then such long lead item may be completed by Landlord following the date that all of the Finish Work is Substantially Complete without constituting a Landlord delay. Landlord shall have the right to make reasonable and non-material changes/field adjustments in and to the Finish Work to the extent that the same shall be necessary or desirable in order to adjust to actual field conditions or to cause the Finish Work to comply with any applicable requirements of public authorities and/or requirements of insurance bodies. All changes/field adjustments shall be noted on the applicable plans or documents, and such plans or documents, as noted with such changes/field adjustments, shall constitute the final as-built drawings and specifications for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderFinish Work.

Appears in 1 contract

Sources: Lease (Datawatch Corp)

Change Orders. A. In If Tenant shall request any changes to Landlord’s Work (“Change Orders”) that are approved by Landlord, Landlord shall have any necessary revisions to the plans for Landlord’s Work prepared at Tenant’s sole cost and expense, and Tenant shall reimburse Landlord from the Construction Allowance or, in the event Town that the Construction Allowance has changes been expended, upon demand for the cost of preparing any such revisions. In addition, Landlord shall notify Tenant in writing of Landlord’s estimate of the cost of completing the work set forth in the Work not covered by Change Orders, which shall include a construction management fee payable to Landlord for its coordination and review of the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except Change Orders in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not amount equal to exceed 104% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance hard construction costs of the Change Order and (“Excess Cost”). Landlord reserves the Change Order shall identify the corresponding lump sum adjustment right to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due require Tenant to Contractor’s failure pay to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by Landlord the amount of the estimated Excess Cost before continuing with Landlord’s Work. If Tenant fails to pay the amount so demanded by Landlord within five (5) business days after such demand, Landlord reserves the right to withdraw its approval of the applicable Change Order and provide a copy to proceed with Landlord’s Work without regard to any changes encompassed by such Change Order. If, upon completion of Landlord’s Work, Landlord determines that the Excess Cost in connection with Change Orders exceeds the amount of Excess Cost theretofore paid by Tenant to Landlord, Tenant shall, within five (5) business days after Landlord’s demand, pay the balance of the approved Change Order Excess Cost to Landlord. Excess Costs constitute Rent payable pursuant to the Surety. In Lease, and the event failure to timely pay same constitutes a Change Order cannot be agreed upon by default under the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderLease.

Appears in 1 contract

Sources: Office Lease Agreement (Apollo Endosurgery, Inc.)

Change Orders. A. In 5.1 NSI may, at any time during the event Town has term of this Agreement, request changes in the Work not covered within the general scope of this Agreement (consisting of additions, deletions or other revisions) by written communication to HPD. HPD shall, within seven days thereafter, provide NSI with a written acknowledgment of such request. Thereafter, HPD shall, with reasonable promptness, provide NSI with a written proposal for incorporating the Contractrequested change into the Project, these changes will not invalidate which in no event shall be later than 30 days from the date of the request by NSI or relieve Contractor from such longer as may be required to identify such a change The proposal submitted by HPD shall include any guarantee it has given adjustment in the Contract Sum, Estimated Project Cost, HPD Fixed Fee, the Performance Guarantees, the Milestone Payment Schedule and/or the Scheduled Mechanical Completion Date. Such proposal shall be the basis for the negotiation of the corresponding Change Order, but if no such proposal or request for additional time required to submit such proposal is received within the time provided in this Contract. These section, then HPD shall be deemed to have agreed to perform the changes will not relieve in the Surety Work at no additional time or Sureties cost to NSI If such change in the Work requires the performance of any bonds and all extra Work additional on-site engineering services time for the commissioning of the Project, such services shall be performed under at the conditions rate set forth at Exhibit “C”. If NSI agrees with the terms of this Contract. Except in an emergency endangering life or propertythe proposal submitted by HPD, changes in Work the Parties shall not proceed without execute a Change Order approved by reflecting the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the requested change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid Work and the additional work is covered by those unit pricesproposed adjustments, or can be subsequently agreed to by the Partiesif any, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract DocumentsSum, Estimated Project Cost, HPD Fixed Fee, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If acceptedPerformance Guarantees, the Town shall prepare Milestone Payment Schedule and/or the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the SuretyScheduled Mechanical Completion Date. In the event a Change Order cannot NSI disagrees with any of the terms of the proposal submitted by HPD, NSI may submit such disagreement to the dispute resolution process set forth in Article 12; provided, however, (i) under no circumstances (even pursuant to the dispute resolution process) shall HPD be agreed upon by the Parties, nothing obligated to accept any change in this Contract shall preclude the Town from performing, or having performed, the Work proposed by NSI if HPD believes that such change will impact the ability of HPD to achieve the Performance Guarantees; and (ii) under no circumstances, except HPD’s deemed acceptance of NSI’s proposal, shall HPD be obligated to proceed with a requested change in the Work unless and until the Parties execute a mutually acceptable Change Order. 5.2 Should HPD believe that any instructions, interpretations or communications of any kind from NSI constitute a change in the Work, HPD shall notify NSI in writing of said belief within seven days after HPD becomes aware of such instruction, communication or interpretation. NSI and HPD shall thereafter attempt to arrive at an agreement on whether a change has occurred, and the impact of such change, if any, on the Contract Sum, the Performance Guarantees, the Milestone Payment Schedule and/or the Scheduled Mechanical Completion Date. Should the Parties fail to arrive at an agreement on the matter, either Party may, by written notice to the other, invoke the dispute resolution provisions in Article 12. 5.3 If and to the extent that any Change in Law gives rise to a change in the Work, Contract Sum, Payments, Payment Schedule, Project Schedule, the Schedule Dates or other provisions of this Agreement, or, in respect solely of a Change in Law, an increase or decrease in the cost of equipment or taxes, such Change in Laws shall be treated as if it were a change initiated by NSI to which the provisions of Article 5 shall apply. Each Party shall notify the other as soon as it becomes aware of any Change in Laws and shall provide the other Party with such further information and assistance as such Party may reasonably request in order to enable the Parties to comply with their obligations under this Agreement.

Appears in 1 contract

Sources: Design/Build Agreement (Natural Resources USA Corp)

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals with respect to items of work not shown on the Plans (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within such time as is reasonably necessary (taking into consideration the information contained in such Change Proposal) after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs, which costs shall include a construction management fee equal to four percent (4%) of the Change Proposal (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work not covered by if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). Tenant shall have the Contractright to then approve or withdraw such Change Proposal within five (5) days after receipt of Landlord’s Change Order Response. If Tenant fails to respond to Landlord’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under the conditions of this Contractdeemed withdrawn. Except in an emergency endangering life or property, changes in Work shall not proceed without a If Tenant approves Landlord’s Change Order approved by Response, then such Change Proposal shall be deemed a “Change Order” hereunder and if the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order is made, then the Change Order Costs associated with the Change Order request. The breakdown shall include be deemed additions to the Contractor’s allowance for overhead Tenant Plan Excess Costs and profit not to exceed 10% of shall be paid in the net cost of the change with Work provided directly by the Contractor. For purposes same manner as Tenant Plan Excess Costs are paid as set forth in Section 1.4 of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractAgreement. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (Radius Health, Inc.)

Change Orders. A. In the event Town has Tenant may propose one or more changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order Plans to Landlord any time up to and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within including thirty (30) days after the condition has been identified. The cost shall be determined by one Landlord commences construction of the methods outlined in this Contract. D. Change Orders shall be submitted by Initial Improvements upon Tenant’s approval of the Contractor for Plans, and subject to the Town’s review approval of Landlord and approvalthe Village. Contractor As promptly as reasonably practicable after the receipt and approval thereof, Landlord shall provide all applicable supporting data and information. Delay in approval of Tenant with a “Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond Order” containing the proposed revisions to the Contractor’s proposal within fourteen calendar (14) days Plans, a statement of receipt of the proposal. If acceptedany Force Majeure Delay resulting from such change, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by and the amount of the additional cost to complete the Initial Improvements which will result from such change (whether hard costs or soft costs), which costs shall be: (i) the cost of all materials, supplies, equipment and labor used or supplied in making the proposed change, including general conditions and any contractor’s fees (which general conditions and contractor’s fees shall be seven percent (7%) of such costs); (ii) any architect and engineer fees; (iii) soft costs; and (iv) fees and expenses of architects, engineers and other third party consultants in connection with review or approval of changes in Plans. If Tenant fails to approve of the Change Order in writing within ten (10) days after delivery of the same, Tenant shall be deemed to have abandoned its request for such Change Order, and provide the Initial Improvements shall be constructed in accordance with the then existing Plans. If Tenant approves the Change Order by signing and returning a copy of the approved Change Order to Landlord within said ten (10) day period, Landlord shall cause the SuretyInitial Improvements to be constructed in accordance with the Change Order. Tenant shall pay Landlord the amount of such additional costs within ten (10) days after Landlord submits to Tenant a b▇▇▇ for such additional costs as are then due and payable from time to time. In the no event shall Landlord have any obligation to commence any work relating to a Change Order canuntil Landlord has been paid the cost of the estimate in full and in the event that the additional costs are not paid within said ten (10) day period, Tenant shall be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work deemed to have abandoned its request for such Change Order. Unless requested in writing by Tenant to the contrary, Landlord shall continue with construction of the Initial Improvements according to the then existing Plans during the pendency of any proposed Change Order until same is by Landlord and Tenant as provided above. Any cessation in construction requested in writing by Tenant shall constitute a Tenant Delay hereunder. If Tenant requests a Change Order pursuant to this Section 4.5 and Tenant does not ultimately approve of the Change Order or pay the cost thereof, Tenant shall promptly reimburse Landlord for any costs and expenses resulting from such requested Change Order. Landlord may make changes to the Plans without Tenant’s consent, provided that: (i) such changes (a) will not create any additional monetary obligation for Tenant under this Lease, (b) are in material conformity with the Plans (as may have been previously revised by permissible Tenant and/or Landlord changes thereto), and (c) will not decrease the quality of any component of the Initial Improvements; or (ii) such changes are required by any applicable Legal Requirements and Landlord notifies Tenant of the nature of the change.

Appears in 1 contract

Sources: Industrial Building Lease (Akorn Inc)

Change Orders. A. In AMERALIA may, at any time during the event Town has term of this Agreement, request changes in the Work not covered within the general scope of this Agreement (consisting of additions, deletions or other revisions) by written communication to HPD. HPD shall, within five (5) business days thereafter, provide AMERALIA with a written acknowledgment of such request. Thereafter, HPD shall with reasonable promptness provide AMERALIA with a written proposal for incorporating the Contractrequested change into the Rock School Project. HPD's proposal shall include, these changes will not invalidate or relieve Contractor from any guarantee it has given if appropriate, an equitable adjustment in this Contractthe Guaranteed Maximum Price, the Performance Guarantees, the Milestone Payment Schedule and the Scheduled Dates. These changes will not relieve the Surety or Sureties of any bonds and all extra Work Such proposal shall be performed under the conditions basis for the negotiation of this Contractthe corresponding Change Order. Except in an emergency endangering life or propertyIf AMERALIA and HPD have previously agreed on unit prices for any aspects of changed Work, changes in Work then the unit prices shall not proceed without be utilized for the pricing of the applicable portion of the proposed change. If AMERALIA agrees with HPD's proposal, the Parties shall execute a Change Order approved by reflecting the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the requested change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid Work and the additional work is covered by those unit pricesproposed adjustments, or can be subsequently agreed to by if any, in the PartiesGuaranteed Maximum Price, the cost of Performance Guarantees, the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order Milestone Payment Schedule and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the SuretyScheduled Dates. In the event AMERALIA disagrees with HPD's proposal, AMERALIA may submit such disagreement to the dispute resolution process set forth in Section 12; provided, however, (i) the Parties agree that any adjustment in the Guaranteed Maximum Price which is determined pursuant to a dispute resolution process shall be made on the basis of the associated Cost of the Work and Engineering Fee calculated in accordance with Sections 8.1(b) and (c), and (ii) under no circumstances (even pursuant to the dispute resolution process) shall HPD be obligated to accept any change in the Work proposed by AMERALIA if HPD believes that such change will impact HPD's ability to achieve the Performance Guarantees. Under no circumstances shall HPD be obligated to proceed with a requested change in the Work unless and until the Parties execute a mutually acceptable Change Order cannot be agreed upon by Order. Should HPD believe that any instructions, interpretations or communications of any kind from AMERALIA constitute a change to the PartiesRock School Project, nothing in this Contract then HPD shall preclude notify AMERALIA of said belief within five (5) business days after HPD becomes aware of such instruction, communication or interpretation. AMERALIA and HPD shall thereafter attempt to arrive at an agreement on whether a change has occurred, and the Town from performingimpact of such change, or having performedif any, on the Guaranteed Maximum Price, the Work requested Performance Guarantees, the Milestone Payment Schedule and the Scheduled Dates. Should the Parties fail to arrive at an agreement on the matter, then either Party may, by written notice to the other, invoke the dispute resolution provisions in a Change OrderSection 12.

Appears in 1 contract

Sources: Design/Build Agreement (Ameralia Inc)

Change Orders. A. In If Garland ISD requires the event Town has changes in performance of Services (other than New Services) that are not then being performed, or requires a change to the Work not covered by existing Services, Garland ISD’s Project Manager shall deliver to the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without Vendor’s Project Manager a Change Order approved by specifying the Townproposed work with sufficient detail to enable Vendor to evaluate it. Contractor Vendor, within five (5) Working Days, or longer as may be mutually agreed between the parties, following the date of receipt of such Change Order, shall provide a complete breakdown Garland ISD with an evaluation of all labor and material costs with the Change Order request. The breakdown shall include and a written proposal containing the Contractor’s allowance for overhead and profit not to exceed 10% following: a detailed description of the net cost Vendor Personnel required to perform the requested Services; Specifications (if applicable); upgrade plans, with implementation to commence not later than thirty (30) calendar days after approval thereof, unless otherwise mutually agreed; the timeframe for performance; acceptance criteria; and for New Services, the estimated price for such performance based on the applicable charges set forth in this Agreement. At its option, Garland ISD may request, and Vendor shall provide, a fixed-fee estimate for such change to the Services. Garland ISD may also issue change orders that reduce the scope of the project. Upon receiving a change with Work provided directly by order for a reduction in scope, Vendor shall deliver to Garland ISD’s Project Manager, within 5 Working Days after receiving the Contractor. For purposes of this Contractchange order, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments an assessment of the contract reduction on the overall project and a revised maximum price shall be valid unless which reflects the procedure outlined in this section is followedreduced work effort. Any Work performed pursuant to an approved change order All Change Orders shall be governed by the terms and conditions of this Contract. B. The Parties agree that there are two methods that may Agreement, including the hourly rates for consulting services, unless mutually agreed otherwise. Within the reasonable timeframe specified in Vendor’s proposal, which timeframe shall not be utilized to determine less than ten (10) Working Days from the cost Project Manager’s receipt of changes: 1. If unit prices are quoted in such Change Order (the proposal or bid and the additional work is covered by those unit prices“Response Period”), or can be subsequently agreed to by the Parties, the cost of the change Garland ISD’s Project Manager shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of approve the Change Order and forward it to the Vendor. Vendor shall not proceed without a written, authorized Change Order. Vendor shall promptly commence performing the Services described in the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval receipt of a Change Order due to Contractor’s failure to submit proper documentation executed by the authorized representatives of the parties. A Change Order shall not become binding upon Garland ISD, and Garland ISD shall not be grounds obligated to pay Vendor for a time extension or basis of a claim. The Town shall respond any Services performed unless and until an authorized, written Change Order is issued and purchase order modified prior to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderwork commencing.

Appears in 1 contract

Sources: Consulting Services Agreement

Change Orders. A. In If the event Town has changes State’s Project Manager or the Contractor identifies a minor change in the Work not covered by the ContractPlan and budget, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without either party may initiate a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with using the Change Order requestForm provided by the MPCA. Minor changes are defined as reallocating less than ten percent (10%) or $50,000, whichever is less, of the overall Work Order, cumulatively, between tasks or objectives. Change Orders may not delay or jeopardize the success of the Project, alter the overall scope of the Project, increase or decrease the overall amount of the Work Order, or cause an extension of the term of the Work Order. Major changes or reallocations (over 10% or $50,000) require a Work Order Amendment rather than a Change Order. The breakdown shall include State’s Project Manager and the Contractor’s allowance for overhead Project Manager shall sign the Change Order Form in advance of doing the work, which will then become an integral and profit not to exceed 10% enforceable part of the net Work Order. A Revised Project Work Plan must be attached to the Change Order. No Change Order shall be issued for cost overruns. Change Orders shall be issued up to the amount of the contingency and only for work that reflects a minor change in scope. A Change Order may extend the schedules within the Work Order and must not cause an increase in the cost of completion of the work beyond the amounts authorized in the Work Order. If the requested task change will change the scope of services of a Subcontractor, then the Subcontractor must agree with the change with and sign the Change Order Form. Except for changes made by Change Orders described in Clause 9, Change Orders, of this Master Contract, all other changes to the Project Work provided directly Plan established in a Work Order shall be made by a Work Order Amendment, signed by the State's Authorized Representative, the Contractor’s Authorized Representative, and the Department of Administration Authorized Representative. A Work Order Amendment may be initiated by the State or by the Contractor. For purposes of this Contract, “net cost” Under no circumstances shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for proceed with work beyond the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of work authorized by a Work Order unless a Change Order due to Contractor’s failure to submit proper documentation or a Work Order Amendment has been approved by the State. Each Work Order Amendment shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt become an integral and enforceable part of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Master Contract has been changed once executed by the amount of the Change State. Changes in Work Order and provide end dates must be processed through a copy of the approved Change Work Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderAmendment.

Appears in 1 contract

Sources: Professional Services

Change Orders. A. In (a) During a Task Order Term, JPMC may propose New Services or changes to such Task Order by delivering a written notice to Supplier describing: (i) the event Town has changes in New Services (including the Work not covered Product to be developed and delivered in connection therewith, if any) or changes, (ii) a Timetable for performance, if appropriate and (iii) establishing a reasonable period of time for Supplier to respond. Supplier shall respond to such proposal within such PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. period of time by preparing, at Supplier's expense, and delivering to JPMC a written document ("Change Order Response"), indicating: (A) the Contracteffect of the proposal, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve if any, on (1) the Surety or Sureties of any bonds and all extra Work shall be performed amounts payable by JPMC under the conditions applicable Task Order and (2) Supplier's performance of this Contract. Except in an emergency endangering life its obligations thereunder, (B) the anticipated time required for implementation of such New Services or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% and/or delivery of the net cost of Work Product, (C) the change with Work New Services or changes that Supplier anticipates performing, (D) Supplier Tools, Supplier Software and Supplier Machines to be provided directly by the Contractor. For purposes of this ContractSupplier, “net cost” shall mean the difference between all proper cost additions (E) Supplier Personnel and deductions. No claim for adjustments of the contract price shall Subcontractors that will be valid unless the procedure outlined in this section is followed. Any Work performed pursuant necessary, (F) if appropriate, acceptance test criteria and procedures therefor, (G) any new Service Levels and/or necessary modifications to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted any existing Service Levels and (H) any other information requested in the proposal or bid reasonably necessary for JPMC to make an informed decision regarding the New Services or changes to the Services. (b) Supplier shall not begin performing any New Service or changes until each Party has authorized them in writing through an amendment to the applicable Task Order. Notwithstanding any other provision of this Agreement, Supplier acknowledges that Supplier is expected to accomplish normal and the routine tasks associated with its obligations hereunder and no additional work is covered chargeable resources will be approved by those unit pricesJPMC therefor, or including charges resulting from changes in Applicable Laws. For clarity, a normal and routine task shall mean a task that can be subsequently agreed accomplished with forty (40) or fewer Professional Days (as defined in Master Agreement Exhibit B hereto (Professional Unit). Each Change Order Response must be expressly accepted by JPMC in writing prior to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantitiesadditional Fees being incurred. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior Supplier fails to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of deliver a Change Order due Response within the time period allotted in such notice, then such failure will be deemed a rejection by Supplier to Contractor’s failure to submit proper documentation shall not be grounds for a time extension provide such New Services or basis of a claim. The Town shall respond changes with no affect on or change to the Contractor’s proposal within fourteen calendar (14) days of receipt of Fees, performance time or required resources specified in the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change applicable Task Order.

Appears in 1 contract

Sources: Master Service Provider Agreement (Virtusa Corp)

Change Orders. A. In The term “Change Order” shall mean (i) any modification to the event Town has changes Approved Pricing Plan or Working Drawings, and/or (ii) any improvements or items that are not a natural and logical extension of the improvements depicted on the Approved Pricing Plan, that in the Work each instance are requested by Tenant and approved by Landlord, which approval shall not covered by the Contractbe unreasonably withheld, these changes will not invalidate conditioned, or relieve Contractor from any guarantee it has given in this Contractdelayed. These changes will not relieve the Surety or Sureties Tenant shall deliver written notice (a “Change Notice”) to Landlord requesting Landlord’s approval of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved desired to be made by the Town. Contractor Tenant, which notice shall provide a complete breakdown of all labor and material costs with set forth in detail the Change Order requestrequested by ▇▇▇▇▇▇. The breakdown Landlord shall, within five (5) business days following its receipt of any Change Notice, either (A) approve such requested Change Order, or (B) disapprove such requested Change Order. Tenant hereby agrees that Landlord shall include be entitled to a fee (the Contractor’s allowance for overhead and profit not “Change Fee”) payable by Tenant in connection with any Change Order in an amount equal to exceed 10% three percent (3%) of the net cost total costs of the change with Work provided directly by the Contractor. For purposes of this ContractChange Order, “net cost” shall mean the difference between all proper cost additions in consideration for Landlord’s coordination and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1supervision thereof. If unit prices are quoted in Landlord approves of any Change Order request made by Tenant, Landlord shall provide Tenant with the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the estimated total cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order (including, but not limited to, architectural and engineering fees, construction costs, applicable permit costs and the Change Order Fee) and the estimated number of days of Tenant Delay (as defined in Section 6 below) resulting from such Change Order. Tenant shall identify notify Landlord within two (2) business days following receipt of the corresponding lump sum adjustment foregoing information from Landlord whether or not Tenant desires to implement the contract price. C. applicable Change Order. In the event concealed conditions any Change Orders are discovered in approved by Landlord and Tenant pursuant to the performance terms hereof, Landlord shall cause its architect and engineers to incorporate such Change Orders into the Working Drawings, and the costs of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by any such Change Order upon claim by either party made within thirty (30plus the corresponding Change Fees) days after the condition has been identified. The cost shall be determined by one the responsibility of the methods outlined Tenant as further set forth in this Contract. D. Section 3 below, and any delays resulting from any such Change Orders shall be submitted deemed Tenant Delays. Except as expressly set forth herein, any Change Orders approved by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond Landlord pursuant to the Contractor’s proposal within fourteen calendar (14) days of receipt terms hereof shall otherwise be treated as Improvements for purposes of the proposalLease and this Work Letter. If acceptedEXHIBIT B -2- Junction Del Mar [Second Amendment] [Avenzo Therapeutics, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.Inc.]

Appears in 1 contract

Sources: Office Lease (Rallybio Corp)

Change Orders. A. In During the event Town has course of construction of Landlord's Work, Tenant or Landlord may propose changes in to the Work not covered by the Contract, these Construction Documents. Approved changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without directed and made by a written numbered "Change Order Order" prepared by Landlord's contractor and approved by Landlord's architect or by Landlord. Any proposed changes and the Town. Contractor shall provide a complete breakdown of all labor and material costs with the resulting Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price Orders shall be valid unless approved, accounted for and the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changestime for construction adjusted as follows: 1. If unit prices are quoted Change Order(s) resulting from the action of applicable ordinances or codes or resulting from conditions not readily or reasonably apparent at the time of preparation of the Construction Documents shall be subject to the approval of Landlord alone in its sole and absolute discretion and any Delay resulting from such Change Order(s) shall be added to the proposal time granted hereunder for Landlord's performance of the construction. No change in rent due under this Lease or bid and the additional work is other payment to Landlord shall result from a Change Order(s) covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitsubparagraph. 2. If the additional work is Landlord will not covered by unit prices, unit prices were not provided be obligated to include in the proposal Premises any elements other than the elements set forth in the approved Construction Documents. If, after Tenant's approval of the Construction Documents, Tenant desires a change from the work approved in the Construction Documents (a "Tenant Change Order"), the Tenant Change Order must be requested in writing by Tenant to Landlord and shall be subject to the approval of Landlord in its commercially reasonable discretion, provided however, if any Tenant Change Order results in a delay which interferes with Landlord's obligations to deliver a portion of the CCB Premises to PeaceHealth, a Washington nonprofit corporation or bid, its successors or the Parties mutually agreeassigns, then Town Landlord can withhold its approval in its sole and Contractor may negotiate and agree upon absolute discretion. If Landlord fails to approve or reject the value request within ten (10) business days after submission of the change prior same to Landlord, the issuance of the Tenant Change Order and will be deemed disapproved. If Landlord approves the request, within ten (10) business days of such approval, Landlord will cause its contractor to provide to Tenant for Tenant's approval, the estimated cost of implementing the Tenant Change. Additional costs resulting from any Tenant Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered be paid for in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted full by Change Order upon claim by either party made Tenant within thirty (30) days after the condition has of written request from Landlord accompanied by reasonable supporting documentation that such sums have been identifiedexpended. The cost Any delay resulting from a Tenant Change Order shall be determined by one added to the time granted hereunder for Landlord's performance of the methods outlined in this Contractconstruction. D. 3. Change Orders Order(s) proposed by Landlord that change the work approved in the Construction Documents shall be submitted by subject to the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of Tenant (which approval shall not be unreasonably withheld and which shall be delivered or denied within ten (10) business days following receipt of request for such approval from Landlord), but any Delay resulting from such Change Order(s) shall be added to the time granted hereunder for Landlord's performance of the construction. No change in rent or other payment to Landlord shall result from any Change Order(s) covered by this subparagraph. Without limiting the foregoing, the costs of correcting any construction or design deficiencies in the Building in connection with Landlord's initial construction of the Building pursuant to this Lease (whether or not a Change Order due to Contractor’s failure to submit proper documentation results therefrom) shall not be grounds paid for a time extension or basis by Tenant but, if such deficiency is discovered prior to Landlord's delivery of a claim. The Town the Building to Tenant, any Delay resulting therefrom shall respond be added to the Contractor’s proposal within fourteen calendar (14) days of receipt time granted hereunder for Landlord's performance of the proposalconstruction. If accepted, the Town No change in rent or other payment to Landlord shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt result from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed any situation covered by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderparagraph.

Appears in 1 contract

Sources: Office Lease (Nautilus, Inc.)

Change Orders. A. In Tenant may, from time to time prior to the event Town has occurrence of Substantial Completion, submit to Landlord any written requests for changes or additions to the Construction Documents and/or the Improvements desired by the Tenant in such detail as Landlord may reasonably require (each a "Change Order"), which changes or additions shall be subject to Landlord's approval, which approval shall not be unreasonably withheld or delayed. Such approval shall include Landlord's written notice to Tenant of (i) the net increase, if any, in the Work not covered actual out-of-pocket cost to be incurred by Landlord in completing the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs work associated with the Change Order requestincluding the preparation of plans therefor (the "Change Cost"), and (ii) the anticipated delays, if any, in completing the work as a result of such Change Order, including the processing and permitting thereof (the "Change Delay"). The breakdown Within five (5) business days after Tenant's receipt of such notice, Tenant shall give to Landlord written notice to proceed or not to proceed with the Change Order. Tenant's notice to proceed with the Change Order shall include a specific written agreement from Tenant to pay to Landlord the Contractor’s allowance for overhead Change Cost and profit not to exceed 10% written confirmation of Tenant's acceptance of the net cost Change Delay. Following the required approvals and subject thereto (Landlord shall not be required to implement Change Orders if necessary approvals and permits cannot be obtained), upon Tenant's written acceptance of any such Change Order, Landlord shall promptly revise the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant Construction Documents to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of incorporate the Change Order and shall proceed to complete the Improvements in accordance with the Change Order shall identify Order. Any and all Change Costs up to a total amount of $300,000 shall, at Tenant's option exercised by written notice to Landlord included in Tenant's notice to proceed with the corresponding lump sum adjustment to work contemplated by the contract price. C. In the event concealed conditions are discovered in the performance of the Work below gradeChange Order, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may (i) be adjusted paid by Change Order upon claim by either party made Tenant within thirty fifteen (3015) days after the condition has been identified. The cost occurrence of Substantial Completion and written demand by Landlord accompanied by substantiating documentation, or (ii) be initially paid by Landlord and shall be determined by one charged back to Tenant as an adjustment to Base Rent (hereinafter defined). In the case of (ii), the methods outlined in this Contract. D. Change Orders annual adjustment to Base Rent shall be submitted the total Change Cost (up to a maximum of $300,000) multiplied by ten and one-half percent (10.50%). If Tenant fails to provide written notice of its election as provided above, Landlord shall have the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due option, exercisable by written notice to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond Tenant prior to the Contractor’s proposal within fourteen calendar occurrence of Substantial Completion, to elect repayment under (14i) days or (ii) above, and if Landlord fails to give such written notice, Landlord shall be deemed to have elected option (i) above. Tenant shall pay total Change Costs in excess of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven $300,000 as follows: (7A) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount fifty percent (50%) of the Change Order and provide a copy Cost shall be paid to Landlord upon approval of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a applicable Change Order., and (B) the balance shall be paid within fifteen (15) days after the occurrence of Substantial Completion and written

Appears in 1 contract

Sources: Lease Agreement (United Stationers Supply Co)

Change Orders. A. In a) Landlord and Tenant recognize that during the event Town has course of the Work Tenant may desire to amend or revise the PlansFinal Plans If Tenant's proposed amendments or revisions to the PlansFinal Plans do not increase, in the aggregate, the cost or time required to complete the Work, then Tenant shall have the absolute right to so amend or revise the PlansFinal Plans, If the proposed amendments or revisions to the PlansFinal Plans increase, in the aggregate, the cost or time required to complete the Work, then a written change order incorporating such amendments or revisions shall be prepared by Landlord and shall include, without limitation, the amount of additional cost, if any, and the amount of additional time, if any, required to complete the Work due to such amendments or revisions. All amendments or revisions proposed by Tenant shall be submitted to Landlord in writing, and Landlord shall obtain from the general contractor the amount of additional cost, if any, and the amount of additional time, if any, required to complete the Work due to such amendments or revisions, which amounts shall be promptly submitted in writing to Tenant and Landlord by the general contractor. The performance of the portion of the Work proposed by the amendment or revision will not commence until a written change order is approved in writing by Tenant's Director of Construction. Immediately upon such approval of a written change order by Tenant's Director of Construction, Tenant shall forward a copy of such approved written change order to Landlord. Notwithstanding anything contained herein to the contrary, Landlord shall be deemed to have approved any such amendments or revisions proposed by Tenant if written notice of disapproval, with reasons specified, is not received by Tenant within fifteen (15) days following Tenant's delivery of such amendments or revisions to Landlord. b) Landlord may, during the course of the Work, make minor changes in the Work not covered by PlansFinal Plans that are reasonably necessary for the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance execution of the Work below gradeand are consistent with the PlansFinal Plans, or but which do not involve any increase in the event concealed cost or unknown conditions in an existing structure vary from time required to complete the conditions indicated Work, provided that Landlord provides Tenant with prior written notice of any such changes. Furthermore, Landlord may make any minor changes in the Contract DocumentsPlansFinal Plans required by any governmental authorities for the Work to comply with any applicable laws, rules or regulations, provided that such changes do not result in (i) a change in the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one exterior elevation of the methods outlined Building, (ii) a change in this Contract. D. Change Orders the ceiling height of the Building, (iii) a change that reduces the number of parking spaces located on the Other Improvements or (iv) a change in any exterior signage. Any change that does not conform to the foregoing shall be submitted by Landlord to Tenant in writing and shall include the Contractor for amount of additional cost, if any, and the Town’s review and approvalamount of additional time, if any, required to complete the Work due to such change. Contractor If the change order does not address any additional cost or additional time, then no such additional cost or additional time shall provide all applicable supporting data and informationbe allowed. Delay The performance of the portion of the Work proposed by the amendment or revision will not commence until a written change order is approved in writing by Tenant's Director of Construction, immediately upon such approval of a Change Order due to Contractor’s failure to submit proper documentation written change order by Tenant's Director of Construction, Tenant shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide forward a copy of the such approved Change Order written change order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderLandlord.

Appears in 1 contract

Sources: Lease Agreement (Across America Real Estate Development Corp)

Change Orders. A. In (a) Any changes from the event Town has changes building plans and specifications identified in Exhibit D shall be considered to be a change order that may result in additional costs and/or delays in the Work date for completing construction of the Building and Parking Lot. Department may request any such change by making a written request describing the change to Lessor (which written request shall be referred to herein as “Department’s Change Order Request”). Any such request shall be subject to Lessor’s approval, which approval shall not covered by be unreasonably withheld; provided, however, that no change order shall change the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contractnature of the Building as an office building. These changes will not relieve Lessor may also submit change orders to the Surety or Sureties Department for its consideration. (b) Lessor shall have ten (10) days after receipt of Department’s Change Order Request to notify Department of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without additional items necessary to complete construction as a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost result of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions order and deductions. No claim for adjustments of the contract price additional cost or credit resulting from the change order (which notice from Lessor shall be valid unless referred to herein as “Lessor’s Change Order Notice”). Department may then elect either (i) to authorize Lessor to proceed with the procedure outlined in this section is followed. Any Work performed pursuant change by executing and returning Lessor’s Change Order Notice to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit priceslessor, or can be subsequently agreed (ii) to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the withdraw Department’s Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted Request by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Suretyso notifying Lessor. In the event a Department fails to execute and return Lessor’s Change Order cannot Notice to Lessor within ten (10) days after receipt of Lessor’s Change Order notice, Department shall be agreed upon deemed to have withdrawn Department’s Change Order request, unless the parties mutually agree otherwise in writing. (c) If Department elects to authorize Lessor to proceed with the change, Department shall be deemed to have accepted any time delays specified in Lessor’s Change Order Notice, and the dates for completing construction of the Building and Parking Lot set forth in Exhibit D shall be extended by the Partieslength of such specified time delay. Department furthermore shall be deemed to have accepted the additional cost or credit specified in Lessor's Change Order Notice. (d) The beginning of the Initial Term, nothing Lessor shall prepare a final reconciliation of all change orders upon which Department has authorized Lessor to proceed and the net additional cost or credit resulting from such change orders. If such reconciliation shows a net increase or decrease in this Contract shall preclude the Town from performing, or having performedcost of constructing the Leased Premises, the Work requested annual base rent specified in a Change OrderSection 3 shall be increased or decreased, as the case may be. The parties shall enter into an amendment to this Lease confirming the adjusted annual rent and monthly installment figure.

Appears in 1 contract

Sources: Office Lease

Change Orders. A. In From time to time after the event Town has date of the Amendment, Tenant may notify Landlord of changes that Tenant proposes be made to the Final Plans (a “Change Order”). Promptly upon Tenant’s delivery to Landlord of a Change Order, Landlord shall notify Tenant (“Change Order Notice”) of both: (i) any estimated increase in the Work not covered by Cost due to the ContractChange Order, these changes will not invalidate or relieve Contractor from and (ii) any guarantee it has given estimated delay (an “Estimated Delay”) in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with Scheduled Commencement Date if the Change Order requestis implemented. The breakdown Tenant shall include the Contractor’s allowance for overhead and profit not to exceed 10% notify Landlord of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal its final approval or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance disapproval of the Change Order within two (2) business days after Landlord delivers to Tenant the applicable Change Order Notice (“Change Order Response Period”). If Tenant fails to timely notify Landlord of its approval or disapproval of any proposed Change Order, Tenant shall be deemed to have automatically disapproved that particular Change Order and Landlord shall not proceed to implement any of the changes specified therein. If Tenant timely notifies Landlord of its approval of the Change Order, then the cost of such Change Order shall identify the corresponding lump sum adjustment be added to the contract price. C. Work Cost and paid for from the Allowance, to the extent that Allowance proceeds are available; however, as provided above, Tenant remains solely responsible for any Excess Work Cost. In such event, any delay in the event concealed conditions are discovered in Scheduled Commencement Date resulting from the performance of the Work below grade, or work described in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by relevant Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contractdeemed a Delay Event (defined below). D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease (Eschelon Telecom Inc)

Change Orders. A. In No material changes or modifications to the event Town has changes Approved Working Drawings shall be made except by a written change order signed by Landlord and Tenant. If Tenant desires any material change in the Work not covered by Approved Working Drawings (a “Tenant Change”), Tenant shall cause the Contract, these changes will not invalidate Architect or relieve the Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds to prepare and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without to submit to EXHIBIT B [535 Mission Street] Landlord a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost copy of the change with Work order reflecting the proposed Tenant Change. Landlord shall not unreasonably withhold or condition its approval of a Tenant Change, and shall approve or disapprove of the same within three (3) business days after receipt thereof; provided that Landlord may withhold its consent, in its sole discretion, to any change if such Tenant Change would directly by or indirectly delay the Contractor. For purposes Substantial Completion of the Premises; provided, further, that to the extent Tenant agrees in writing that such delay shall be deemed a Tenant Delay pursuant to Section 5.2.8 of this ContractTenant Work Letter, “net cost” then such consent shall mean the difference between all proper cost additions and deductionsnot be unreasonably withheld by Landlord. No claim for adjustments If Landlord disapproves a Tenant Change, Landlord shall notify Tenant of the contract price shall be valid unless revisions required, if any, that would make the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order acceptable to Landlord. At the time Landlord approves of a Tenant Change, Landlord shall be governed by provide Tenant with Landlord’s estimate of (i) the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted increase or decrease in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application Tenant Improvements which would result from such Tenant Change, and (ii) the delay, if any, in the commencement or completion of the unit prices based on quantitiesTenant Improvements which would result from such Tenant Change. If this method is used no additional allowances Landlord shall be made exercise reasonable care in preparing the cost and delay estimates, but such estimates will not limit Tenant’s obligation to pay for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided actual increase in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value cost of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary Tenant Improvements resulting from the conditions indicated in Tenant Change or Tenant’s responsibility for actual delays resulting from the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty Tenant Change. Within three (303) business days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposalcost and delay estimates, Tenant shall notify Landlord in writing whether Tenant approves the Tenant Change. If acceptedTenant approves of the Tenant Change, the Town shall prepare the Change Order for the Contractor’s signature. The Town then Tenant and Landlord shall execute the approved change order, and the Approved Working Drawings shall be revised to incorporate the Tenant Change. If Tenant fails to approve the Tenant Change Order within seven such three (73) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount business days, construction of the Change Order and provide a copy of Tenant Improvements shall proceed in accordance with the approved Change Order to Approved Working Drawings without incorporating the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderchange order.

Appears in 1 contract

Sources: Office Lease (Trulia, Inc.)

Change Orders. A. In The Specifications define the event Town has entire scope of Landlord's obligation to construct or provide the ------------- Initial Improvements. Subject to this paragraph, however, Landlord shall make additions or changes to the Specifications requested by Tenant. If Tenant shall desire any such changes, Tenant shall so advise Landlord in writing (a "Change ------- Order Request") as promptly as possible so as not to delay the Work not covered orderly development of the Final Plans. All reasonable -------------- costs incurred by the Contract, these changes will not invalidate or relieve Contractor from Landlord in having any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds Change Order Request reviewed and all extra Work evaluated shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved reimbursed by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made Tenant within thirty (30) days after demand. Such costs shall include, but not be limited to, the condition has been identifiedreasonable costs of architects, engineers, and consultants in reviewing and designing any such changes and the cost of contractors in providing cost estimates and constructability, functionality and product availability analyses. The cost Tenant acknowledges and agrees that (i) Tenant shall be determined bear all costs and expenses associated with incorporating into the Final Plans and the Initial Improvements any Change Order Request accepted by one Landlord, including without limitation an administrative fee to Landlord equal to ten percent (10%) of the methods outlined increased cost resulting from such change (if the change Order will result in this Contract. D. a cost savings, Tenant shall not be obligated to pay any administrative fee as to such Change Orders Order); and (ii) any delays in the development of the Final Plans or completion of the Initial Improvements resulting from addressing Tenant's Change Order Request and incorporating any such change into the Final Plans and Initial Improvements shall constitute an Excusable Delay (as defined in Paragraph 5 below). Upon agreement between Landlord and Tenant on the change that will be submitted by ------------ incorporated into the Contractor for the Town’s review Final Plans and approval. Contractor shall provide all applicable supporting data and information. Delay in approval Initial Improvements as a result of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis Request, and the cost of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If acceptedsuch change, the Town Landlord and Tenant shall prepare execute a change order (a "Change Order") setting forth the parties' agreement as ------------- to such terms. Tenant may elect to pay for any Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed will increase costs by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.either:

Appears in 1 contract

Sources: Lease Agreement (Us Can Corp)

Change Orders. A. In The Standard Specifications define the event Town has entire scope of Landlord's obligation to construct or provide the Building Shell. Tenant shall not be entitled to specify or designate any finishes, grades of materials, or other specifications or details of the construction of the Building Shell which are not specifically provided for in or contemplated by the Standard Specifications unless requested to do so by Landlord. Subject to this paragraph, however, Landlord shall make additions or changes to the Standard Specifications requested by Tenant. If Tenant shall desire any such changes, Tenant shall so advise Landlord in writing (a "Change Order Request") as promptly as possible so as not to delay the orderly development of the Final Plans. All reasonable costs incurred by Landlord in having any Change Order Request reviewed and evaluated shall be reimbursed by Tenant upon demand. Such costs shall include, but not be limited to, the reasonable costs of architects, engineers, and consultants in reviewing and designing any such changes and the cost of contractors in providing cost estimates and constructability, functionality and product availability analyses. Tenant acknowledges and agrees that (i) Landlord shall not be obligated to accept any Change Order Request if in the Work not covered judgment of Landlord the requested change would have an adverse effect on the quality, useful life, value, functionality or costs of operating or maintaining the Building Shell; (ii) Tenant shall bear all costs and expenses associated with incorporating into the Final Plans and the Building Shell any Change Order Request accepted by Landlord, including without limitation an administrative fee to Landlord equal to 15 percent of the Contract, these changes will not invalidate or relieve Contractor increased cost resulting from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work such change; (iii) Landlord shall not proceed without a Change Order approved by be obligated to accept the Town. Contractor shall provide a complete breakdown least expensive method of all labor and material costs with incorporating the requested change if in the judgment of Landlord, such method does not incorporate sound construction practices; (iv) if the Change Order request. The breakdown shall include Request affects the Contractor’s allowance for overhead and profit not roof, slab, structural components or systems or equipment to exceed 10% be installed within the Building Shell or the future serviceability of the net cost Building Shell, and the Landlord determines that in order to lease the building to any subsequent tenant, additional work will have to be done to remove the effect of such change, the anticipated costs of restoring the Building Shell to the condition it would have be in but for such change will also be borne by the Tenant at the time the Tenant's change is incorporated into the Building Shell; (v) any delays in the development of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments Final Plans or completion of the contract price Building Shell caused by and directly related to Tenant's Change Order Request and incorporating any such change into the Final Plans and Building Shell shall be valid unless constitute an Excusable Delay (as defined in Paragraph 5 below); and (vi) to the procedure outlined in this section is followedextent Tenant specifies any items which have not been recommended by Landlord, Tenant assumes full responsibility for their performance. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid Upon agreement between landlord and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of Tenant on the change shall that will be computed by application of incorporated into the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead Final Plans and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval Building Shell as a result of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis Request, and the cost of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If acceptedsuch change, the Town shall prepare the Change Order for the Contractor’s signature. The Town Landlord and Tenant shall execute the approved Change Order within seven a change order (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a "Change Order") setting forth the parties' agreement as to such terms.

Appears in 1 contract

Sources: Lease Agreement (Celerity Group Inc)

Change Orders. A. In Any changes to the event Town has changes Final Warm Shell Plans requested by Tenant shall require the prior written approval of Landlord (not to be unreasonably withheld or delayed). If Tenant desires any change in the Final Warm Shell Plans or Landlord Work not covered which is reasonable and practical (which shall be conclusively determined by Landlord), such changes may only be requested by the Contractdelivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth the requested change. Landlord shall endeavor, these changes will not invalidate within ten (10) business days from the receipt of the proposed Change Order, to provide Tenant with Landlord’s disapproval of the proposed change stating the reason(s) for such disapproval, or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve if the Surety or Sureties Landlord approves the proposed change, the following items: (i) a summary of any bonds and all extra Work shall be performed under the conditions of this Contract. Except increase in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in Landlord Work caused by such change (the proposal or bid “Change Order Cost”), (ii) a statement of the number of days of any delay caused by such proposed change (the “Change Order Delay”), and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, (iii) a statement of the cost of the change Change Order Delay (the “Change Order Delay Expense”), which Change Order Delay Expense shall be computed by application the product of the unit prices based on quantitiesnumber of days of delay multiplied by the estimated daily Base Rent rate. Tenant shall then have three (3) business days to approve the Change Order Cost, the Change Order Delay and the Change Order Delay Expense. If this method is used no additional allowances shall be made for overhead and profit. 2. If Tenant approves these items, the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance sum of the Change Order Cost and Change Order Delay Expense shall be concurrently paid to Landlord at the time of such Tenant approval, and Landlord shall thereafter promptly execute the Change Order and cause the appropriate changes to the Final Warm Shell Plans to be made. If Tenant fails to respond to Landlord or pay the amounts described in the foregoing sentence within said three (3) business day period, the Change Order Cost, the Change Order Delay and the Change Order Delay Expense shall identify the corresponding lump sum adjustment be deemed disapproved by Tenant and Landlord shall have no further obligation to the contract price. C. In the event concealed conditions are discovered perform any work set forth in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by proposed Change Order. The Change Order upon claim Cost shall include all costs associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as conclusively determined by either party made within thirty (30) days after the condition has been identifiedLandlord. The cost Change Order Delay shall be include all delays caused by the Change Order, including, without limitation, all design and construction delays, as conclusively determined by one of the methods outlined in this ContractLandlord. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease (Invitae Corp)

Change Orders. A. In No material changes or modifications to the event Town has changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances Approved Final Plans shall be made for overhead unless by written Change Order signed by Landlord and profit. 2▇▇▇▇▇▇. Landlord may make material changes, additions or alterations to the Approved Final Plans only with ▇▇▇▇▇▇’s approval. In addition, Tenant may request changes, additions or alterations to the Approved Final Plans or the Tenant Improvements in accordance with this Section 5.3. If Tenant notifies Landlord of a Tenant Requested Change to the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, Tenant Improvements or the Parties mutually agreeApproved Final Plans, Landlord shall have ten (10) days to provide Tenant notice of: (i) the length of time Landlord estimates it will take to make such change, addition or alteration, (ii) the costs of such change, addition or alteration, and (ii) whether any delay in delivery of the Sub-Phase or Phase is anticipated as a result thereof and the estimated length of time of such delay. Tenant shall thereafter have five (5) days to approve or withdraw its request for such change. If Tenant fails to respond within such five (5) day period, Tenant will be deemed to have withdrawn its request. If Tenant does not withdraw its request, then Town and Contractor may negotiate and agree upon the value of the Landlord shall cause a change prior order to be issued to the issuance Tenant Improvement Construction Contract, implementing the Tenant Requested Change Order. The date of the Landlord’s final approval of any Tenant Requested Change Order or Tenant’s withdrawal or deemed withdrawal of such request is referred to herein as “Tenant Requested Change Determination Date”. The time period between a Tenant Requested Change Date and the Tenant Requested Change Order Determination Date for such request may constitute a “Tenant Delay” hereunder. Tenant shall identify the corresponding lump sum adjustment pay all costs attributable to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by a Tenant Requested Change Order upon claim by either party made within thirty (30) days after ▇▇▇▇▇▇▇▇’s request therefor, including out-of-pocket costs incurred by Landlord or Contractor in reviewing proposed Tenant Requested Changes, whether or not such Tenant Requested Change is implemented as a Tenant Requested Change Order, provided that, to the condition has been identifiedextent funds are available from the Tenant Improvement Allowance for such Sub-Phase, such costs may be paid or reimbursed from such Tenant Improvement Allowance. The cost Neither Landlord nor Tenant shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in unreasonably withhold approval of a Change Order due any change to Contractor’s failure the Final Plans that may be necessary to submit proper documentation obtain any Permits, or that may be required by city officials or inspectors to comply with code rulings or interpretations. Tenant shall not be grounds for a time extension instruct or basis of a claim. The Town shall respond to the direct Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performingsubcontractors, or having performedany other contractors, materialmen, or suppliers, or others performing the Work requested in a Change OrderTenant Improvements.

Appears in 1 contract

Sources: Office Lease (PACIFIC GAS & ELECTRIC Co)

Change Orders. A. In the event Town has Tenant may request changes in the Work final Construction Documents from time to time during construction of the Initial Tenant Improvements by submitting a written request describing any proposed change to Landlord (a “Tenant Change Proposal”). Any Tenant Change Proposal must be approved by Landlord, which approval shall not covered by be unreasonably withheld or delayed. Any increase or decrease in the ContractProject Cost which results from a Tenant Change Proposal, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work if implemented, shall be performed under added to or subtracted from Tenant’s Contribution to the conditions of this ContractProject Cost, as the case may be. Except in an emergency endangering life Landlord shall give notice back to Tenant responding to the Tenant Change Proposal within ten (10) business days after Landlord’s receipt thereof, specifying the increase or propertydecrease, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contractif any, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid Project Cost and the additional work date of Substantial Completion (as defined above), whichever is covered or are applicable, which would result from the subject Tenant Change Proposal, as determined by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices Landlord reasonably and in good faith based on quantities. If this method is used no additional allowances shall be made for overhead cost and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided time estimation methods customarily utilized in the proposal construction industry (the “Landlord’s Proposed Pricing/Timing Adjustment”). Tenant shall give notice back to Landlord approving or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made disapproving Landlord’s Proposed Pricing/Timing Adjustment within thirty five (305) days after Tenant’s receipt thereof. If Tenant approves Landlord’s Proposed Pricing/Timing Adjustment, the condition has been identified. The cost subject Tenant Change Proposal shall become a change order and be incorporated into the final Construction Documents executed in the construction of the Initial Tenant Improvements (a “Tenant Change Order”), and the Project Cost, Scheduled Commencement Date and/or Outside Date, as applicable, shall be determined by one of adjusted as set forth in the methods outlined in this Contract. D. Change Orders shall be submitted by Landlord’s Proposed Pricing/Timing Adjustment. If Tenant disapproves or does not timely respond to the Contractor for Landlord’s Proposed Pricing/Timing Adjustment, then the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation final Construction Documents shall not be grounds for a time extension or basis of a claim. The Town modified, the Initial Tenant Improvements shall respond be constructed without regard to the Contractor’s proposal within fourteen calendar Tenant Change Proposal and the aforesaid cost estimates, contributions and completion dates shall all remain unmodified (14) days provided that any delay beyond the deadlines set forth in the Work Schedule as a result of receipt of the proposalsuch Tenant Change Proposal shall be deemed a Tenant Delay). If accepted, the Town Landlord shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by authorized to make any changes in the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderfinal Construction Documents.

Appears in 1 contract

Sources: Lease Agreement (Vistaprint LTD)

Change Orders. A. In Changes in the event Town has Project scope of work affecting the project cost can be made only through AIA Document G701 - Change Order. 1. The procedures for processing changes in the scope of Work not covered are listed as follows: 2. The Architect prepares one of the following documents to modify the scope of work. Documents and attachments revising the drawings and specifications will be distributed electronically and the Contractor will be responsible for printing. a. Supplemental Instructions (SI) which are used for no cost changes. b. Proposal Request (PR) to be used for proposed changes that need written approval on cost prior to proceeding. c. Construction Change Directive AIA Document G714 (CCD) which is used when the work must proceed immediately and time and material cost submitted as soon as possible for review by the ContractArchitect. 3. The Contractor reviews and responds as follows: a. Supplemental Instructions (SI): This no cost change is to be carried out in accordance with the following modifications to the contract documents described herein. If this change effects cost, these changes do not proceed with this change. Notify the Architect in writing within 10 days of receipt that an itemized (labor and material) quotation will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties be submitted within 21 days of any bonds and all extra Work shall be performed under the conditions initial receipt of this ContractSupplemental Instruction. Except If a cost is not submitted within 21 days, this Supplemental Instruction will be accepted at no additional cost. b. Proposal Request (PR): Submit an itemized (labor and material) quotation for the proposed modifications to the contract documents as described herein within 21 days of receipt. If a cost is not submitted within 21 days, this Proposal Request can be accepted at no additional cost. Written approval is required prior to proceeding with this change. c. Construction Change Directive AIA Document G714 (CCD): Proceed immediately to carry out this change in the contract documents as described herein. If this revision effects cost, submit an emergency endangering life itemized (labor and material) quotation within 21 days of receipt. If a cost is not submitted within 21 days this Change Directive will be accepted at no additional cost. 4. The Architect will review the Contractor’s labor and material itemized quotation and respond in writing whether it is acceptable or propertyneeds revision. When all pricing is accepted by the Architect and Owner, changes in Work shall not proceed without a Change Order approved will be processed. Change Orders will be processed at increments determined by the Town. Contractor shall provide a complete breakdown of all labor and material costs with Architect throughout the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contractconstruction schedule. B. The Parties agree that there are two methods that may be utilized to determine See the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost General Conditions of the change shall be computed by application Contract for Construction for methods of the unit prices based determining cost or credit, mark- up and schedule on quantities. If this method is used no additional allowances shall be made for overhead and profitsubmitting claims. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.1.01 SECTION INCLUDES

Appears in 1 contract

Sources: Generator Replacement Contract

Change Orders. A. In the event Town has changes If Lessee desires any change in the Work not covered Preliminary Plans, Working Drawings or Approved Plans (other than in connection, in each instance, with Government Agency Changes or material changes required by Lessor), such changes may only be requested by the Contractdelivery to Lessor by Lessee of a proposed written “Change Order” specifically setting forth the requested change. Lessor shall have five (5) business days from the receipt of the proposed Change Order to provide Lessee with Lessor’s disapproval of the proposed change stating the reason(s) for such disapproval, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve if the Surety or Sureties Lessor approves the proposed change, the following items: (i) a summary of any bonds increase in the cost (hard and all extra Work shall be performed under soft) caused by such change (the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a “Change Order approved Cost”) and (ii) a statement of the number of days of any delay caused by such proposed change including as a result of the Townrequest itself (the “Change Order Delay”). Contractor shall provide a complete breakdown of all labor and material costs with A Change Order Delay may include delays in the project schedule, if any, resulting from the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined approval process set forth in this section is followedSection 5. Any Work performed pursuant Lessee’s approval shall not be unreasonably withheld or delayed. Lessee then shall have three (3) business days to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of approve the Change Order Cost and the Change Order Delay. If Lessee approves these items, Lessor shall identify cause the corresponding lump sum adjustment appropriate changes to the contract price. C. In Preliminary Drawings, Working Drawings or Approved Plans (as the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum case may be) to be made and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for Cost shall be added to the Contractor’s signatureExcess TI Costs, if any, and paid in accordance with Section 4 above. The Town shall execute the approved Change Order If Lessee fails to respond to Lessor within seven said three (73) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of business day period, the Change Order Cost and provide a copy of the approved Change Order Delay shall be deemed disapproved by Lessee and Lessor shall have no further obligation to perform any work set forth in the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a proposed Change Order.

Appears in 1 contract

Sources: Industrial Lease (Leapfrog Enterprises Inc)

Change Orders. A. In the event Town has No changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances Final Plans shall be made for overhead without ------------- Landlord's prior written approval, which shall not be unreasonably withheld, conditioned or delayed with respect to any such proposed changes that are non- structural, do not adversely affect any Building System, do not involve construction that would be visible from outside the Premises or would affect the CofO. If Landlord disapproves any proposed changes to the Final Plans, Landlord shall advise Tenant with specificity of its reasons therefor and profit. 2shall advise Tenant of the specific revisions required to be made in order to obtain Landlord's consent. If the additional work is not covered actual Total Construction Costs are greater than the estimated Total Construction Costs previously funded by unit prices, unit prices were not provided in Tenant into the proposal or bid, or the Parties mutually agreeDisbursement Account, then Town and Tenant shall deposit into the Disbursement Account such difference in costs promptly upon demand therefor. In connection with any change order requested by Tenant, Landlord shall receive from the Contractor may negotiate and agree upon the value Contractor's estimate of the cost to implement such change prior order (which shall include a reasonably itemized breakdown of labor and materials) and any anticipated delay in causing the Premises to be Ready for Occupancy as a result thereof. The Contract shall provide that the Contractor's fee and general conditions with respect to implementing any such change orders shall be four percent (4%) and three percent (3%), respectively, of direct subcontractor costs. The costs charged by Landlord to Tenant caused by Tenant's requesting changes to the issuance of the Change Order and the Change Order Improvements or any Final Plans shall identify the corresponding lump sum adjustment be equal to the contract price. C. In sum of (a) the event concealed conditions are discovered amount of money Landlord has to pay to cause the Improvements, as reflected by such revised Final Plans, to be constructed above the costs that Landlord would have had to pay to cause the Improvements to be constructed if no changes had been made to such Final Plans, and (b) any cancellation fees, reshipping charges or any other similar costs incurred by Landlord in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identifiedconnection therewith. The cost shall be determined by one failure of Tenant to make any such required deposit into the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal Disbursement Account within fourteen calendar ten (1410) days of the date such deposit is so required shall constitute an Event of Default under the Lease. Landlord shall utilize, for the construction of the Improvements, the items and materials designated in the applicable Final Plans; provided, however, that whenever Landlord reasonably determines in its judgment that it is not practical or efficient to use such materials, Landlord shall have the right, upon receipt of the proposalTenant's consent, not to be unreasonably withheld or delayed, to substitute comparable items and materials. If acceptedTenant unreasonably refuses to grant such consent, and Landlord is reasonably delayed in causing the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performingPremises, or having performedany part thereof, to be Ready for Occupancy because of Tenant's failure to permit the Work requested in a Change Ordersubstitution of comparable items and materials, such delay shall constitute Tenant Delays.

Appears in 1 contract

Sources: Lease (Portal Software Inc)

Change Orders. A. In the event Town has changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties If Tenant requests Landlord's approval of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by to modify any portion of Landlord's work from that shown on the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit pricesApproved Plans ("Change Order"), or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance Landlord's approval of the Change Order and will not be unreasonably withheld provided the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered requested change does not result in a material change in the performance quality or character of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identifiedProject. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town Landlord shall respond to any such Tenant proposed Change Order with reasonable promptness taking into consideration the Contractor’s proposal within fourteen calendar (14) days of receipt complexity of the proposal. If acceptedLandlord approves a requested Change Order, the Town Landlord shall prepare and submit to Tenant a written certification of the Change Order for (the Contractor’s signature"Verification"), which shall state the amount, if any, of the increase or decrease in the cost (which shall be the actual costs or savings to Landlord) of Landlord's work as set forth in the Approved Plans. The Town Verification will also state Landlord's reasonable estimate of any delays in completion of Landlord's work expected to result from the Change Order. Within five business days after Tenant's receipt of the Verification, Tenant shall execute approve or reject the approved same in writing. If the requested Change Order within seven (7) days results in an increase in Landlord's cost or a delay in the completion of receipt from Landlord's work, Tenant shall acknowledge in writing its consent to the Contractorincrease and/or delay and to the Change Order before Landlord shall be obligated to do the work contemplated by the Change Order. The Contractor shall notify its bonding company that If the Contract has been changed increase and/or delay is so approved by Tenant, 90% the amount of the increase will be paid by Tenant to Landlord within 10 days after completion of the work covered by the Change Order, with the balance to be paid upon final completion of the Base Building; savings, if any, resulting from any particular Change Order and provide a copy of shall be netted against the approved total increases resulting from Change Orders. If any Change Order requires an additional period of time for completion of Landlord's Work, all completion deadlines relating to the Surety. In the event a Change Order cannot Landlord's construction obligations will be agreed upon extended by the Partiesthat same period of time, nothing in this Contract shall preclude the Town from performingprovided, or having performed, the Work requested in if Tenant approves a Change Order, Landlord will be bound by the time frames and amounts set out in the Verification. Approved Change Orders shall be deemed to be a part of the Approved Plans.

Appears in 1 contract

Sources: Lease Agreement (Ontrack Data International Inc)

Change Orders. A. If after the Construction Plans have been approved (or deemed approved), Tenant requests any revisions to the Approved Construction Plans and Landlord approves the revisions, Landlord shall cause Architect to revise the Construction Plans. After completion of the revisions, Landlord shall obtain from Landlord’s contractor and deliver to Tenant (a) an itemization of the increased cost (if any) in the Landlord’s Work resulting from such revisions to the Construction Plans, and (b) a reasonable estimate of the delay (if any) in the completion of the Landlord’s Work resulting from such revisions to the Construction Plans. Tenant, within three (3) business days of receiving such itemization, shall notify Landlord in writing whether it desires to proceed with such revisions. In the event Town has changes absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revisions. Any actual delay in the completion of Landlord’s Work not covered by the Contract, these changes will not invalidate or relieve Contractor resulting from any guarantee it has given in this Contract. These changes will not relieve revision or requested revision to the Surety or Sureties of any bonds and all extra Work Construction Plans shall be performed under the conditions of this Contractdeemed a Tenant Delay. Except If such revisions result in an emergency endangering life or property, changes increase in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change Landlord’s Work in accordance with the foregoing, such increased costs, plus any applicable state sales or use tax thereon (collectively, the “Change Order Costs”), shall be computed payable by application Tenant upon Landlord’s presentation of invoices therefor and as a condition to Landlord performing such Change Orders. In the unit prices based on quantities. If this method is used no additional allowances shall be made event the Landlord performs any Change Orders before receiving payment from Tenant, and if Tenant fails to pay for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made Costs within thirty (30) days after of Landlord’s written demand (including reasonable backup for such Change Order Costs), then such Change Order Costs shall accrue interest at the condition has been identifiedDefault Rate (as hereinafter defined) from the expiration of such thirty (30) day period until the date paid. The cost Notwithstanding anything herein to the contrary, all revisions to the Construction Plans shall be determined by one of subject to the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in prior approval of a Change Order due to Contractor’s failure to submit proper documentation Landlord, which shall not be grounds for a time extension unreasonably withheld, delayed or basis of a claimconditioned. The Town shall respond As used herein, “Change Orders” mean, collectively, any requested revisions to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If acceptedConstruction Plans and, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order if approved, corresponding changes to the Surety. In the event a Change Order cannot be agreed upon by the PartiesLandlord’s Work, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderas applicable.

Appears in 1 contract

Sources: Lease Agreement (Amarin Corp Plc\uk)

Change Orders. A. In 1.2.4.1 Landlord may make changes to the event Town has changes Approved Construction Documents in accordance with the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions provisions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractSection 1.2.4. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in Landlord desires to make a change to the proposal or bid and the additional work is covered by those unit pricesApproved Construction Documents, or can be subsequently agreed to by the Parties, the cost Landlord shall deliver notice of the proposed change to Tenant, together with any material drawings, specifications and other documents necessary to show or describe the proposed change (“Change Order Documents”) (provided, however, Landlord shall not be computed by application of the unit prices based on quantitiesheld liable to any Tenant Party if Landlord, absent bad faith, inadvertently delivers to Tenant incomplete or Change Order Documents in connection with such change). If this method Landlord’s proposed change is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the a material change prior to the issuance Approved Construction Documents, Landlord shall deliver a copy to Tenant of the Change Order Documents. As used herein, the term “material change” means a change to the Approved Construction Documents that: (a) directly and materially affects Tenant’s ability to grow and process sapphire boules in the Premises in accordance with the delivery schedule set forth in the MDSA SOW; or (b) requires the movement of manufacturing materials or Goods (as defined in the MDSA) in the Premises in an manner which would interrupt Tenant’s sapphire manufacturing process. If, within three (3) Business Days after the delivery of such Change Order Documents showing or describing the proposed material change to the Approved Construction Documents, Tenant gives notice to Landlord that Tenant objects to such change, which notice shall be accompanied by Tenant’s recommendation of any modifications reasonably required to make the change acceptable to Tenant, then Landlord shall either withdraw the proposed change or modify the same in accordance with Tenant’s recommendation. If Tenant fails to respond to Landlord within three (3) Business Days after Landlord delivers the Change Order shall identify Documents, Tenant will be deemed to have approved such Change Order Documents. [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the corresponding lump sum adjustment Commission 1.2.4.2 Tenant may require Landlord to make changes to the contract price. C. In Approved Construction Documents if: (a) absent such changes to the event concealed conditions are discovered Approved Construction Documents: (i) Tenant’s ability to grow and process sapphire boules in the performance Premises in accordance with the delivery schedule set forth in the MDSA SOW would be directly and materially affected; or (ii) Tenant is required to move manufacturing materials or Goods in the Premises in a manner which would interrupt Tenant’s sapphire manufacturing process; (b) such changes comply with all Laws; (c) such changes are consistent with design review requirements of the Work below gradeMaster Developer and Governmental Authorities pursuant to applicable Law; (d) such changes are not inconsistent with any express provision of the Phasing Plan; (e) such changes do not materially reduce the quality of the Landlord Work, as determined by Landlord in its reasonable discretion; and (f) Tenant is responsible for all costs and expenses and all delays resulting from such change, including without limitation costs or expenses relating to: (1) any additional architectural or engineering services and related design expenses, (2) any changes to materials in process of fabrication, (3) cancellation or modification of supply or fabricating contracts, (4) removal or alteration of work or plans completed or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documentsprocess, and (5) delay claims made by any subcontractor (collectively, the contract sum “Cost and time for completion Delay Liability”). Tenant may not require Landlord to make any other change to the Approved Construction Documents without Landlord’s prior written approval, which approval may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identifiedgranted or withheld in Landlord’s sole and absolute discretion. The cost Tenant shall be determined responsible for all Cost and Delay Liability as a result of any such change approved by one of the methods outlined in this ContractLandlord. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Facility Lease Agreement

Change Orders. A. In After the event Town has Final Plans and Specifications are prepared and approved or deemed approved by Lessee, any changes requested thereto by Lessee shall be submitted to Lessor in writing in the Work not covered form of sufficient detail to allow Lessor's architect and engineer to prepare revised construction drawings and specifications thereof (a "Change Request"). Thereupon, Lessor may stop or delay any work that would be affected by the Contractchange and the Construction Completion Date will be extended by the time delay resulting therefrom. Lessor shall promptly price the costs effect of Lessee's requested changes, these changes and the estimated dollar impact on the Construction Cost Estimate (including collateral cost impact on soft-cost items), and shall submit the added cost estimate to Lessee together with the amount of delay in Substantial Completion that will not invalidate or relieve Contractor be caused thereby with respect to the Construction Completion Date (a "Change Impact Notice"), but it is agreed that the time delay in Substantial Completion resulting from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such change shall be performed under Lessee Delay for purposes hereof to the conditions extent set forth in the approved Change Impact Notice. Lessee shall notify Lessor in writing of this Contractits election to proceed with the change within five (5) days after receipt of Lessor's Change Impact Notice, or Lessor may presume Lessee is withdrawing the Change Request. Except in an emergency endangering life or property, changes in Work shall not If Lessee timely notifies Lessor that it desires to proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown Request, Lessor shall include make the Contractor’s allowance for overhead appropriate changes to the Final Plans and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this ContractSpecifications, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit pricesConstruction Cost Estimate will be deemed revised in accordance with Lessor's Change Impact Notice, or can be subsequently agreed to by the Partiesand Lessee will, within three (3) business days thereafter, either (i) fund the cost of the change in advance out of its own funds, or Lessor may thereafter refuse to make the requested change, or (ii) waive the requirement for the changes called for in the Change Request. Lessee shall be computed by application deemed to have elected option (ii) if it fails to timely give notice of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitelection. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (iRhythm Technologies, Inc.)

Change Orders. A. In the event Town has All changes in the Work requested by Tenant shall require Landlord’s prior written consent, not covered to be unreasonably withheld. All Change Orders must be reviewed and approved by the ContractLandlord and Tenant, these changes which review and approval will not invalidate be unreasonably withheld (subject to Section 2.07 below with respect to Landlord). Landlord shall use commercially reasonable efforts to review and approve or relieve Contractor from any guarantee it has given in this Contractdisapprove each Change Order within five (5) business days after receiving a Change Order. These changes will not relieve the Surety If Landlord fails to approve or Sureties of any bonds and all extra Work disapprove a Change Order within such five-business-day period, Landlord shall be performed under deemed to have disapproved the conditions Change Order. If Landlord approves any Change Order, and if such Change Order increases or decreases the cost of this Contract. Except constructing Landlord’s Work, Landlord shall prepare and deliver to Tenant a revised bid evidencing the total costs of such Change Order, which will include any amounts incurred by Landlord in an emergency endangering life or propertyreviewing the requested changes and revising the Approved Construction Drawings and the fee provided below; provided, changes in Work however, that Landlord shall not proceed without a execute or otherwise authorize any Change Order with Contractor unless and until Tenant has approved such revised bid in writing, which approval shall not be unreasonably withheld, conditioned, or delayed. Tenant shall review, comment on, or approve such Change Order within three (3) calendar days after receiving the same from Landlord. If Tenant fails to comment on or approve such Change Order within such 3-day period, such Change Order shall be deemed approved by Tenant for all purposes hereunder. Should any Change Order approved by Tenant modify the TownApproved Construction Drawings, Tenant shall pay all additional costs thereby incurred by Landlord, plus a fee of three percent (3%) of the additional cost for Landlord’s cost of coordination, supervision and overhead resulting from the revision to the Approved Construction Drawings, excluding any additional architectural and/or engineering fees. Contractor All revised or additional Construction Drawings are subject to Landlord’s prior review and written approval. Landlord shall provide use commercially reasonable efforts to review and approve or disapprove any revised or additional Construction Drawings within five (5) business days after receipt thereof. If Landlord fails to approve or disapprove any revised or additional Construction Drawings within such five-business-day period, Landlord shall be deemed to have disapproved the applicable revised or additional Construction Drawings. If and when approved or deemed to have been approved by Landlord, such revised or additional Construction Drawings shall constitute part of the Approved Construction Drawings. Prior to commencement of construction or installation of any of Landlord’s Work provided in any Tenant approved Change Order, Tenant shall execute and deliver to Landlord a complete breakdown revised T.E.A. reflecting any increases or decreases in the cost to Landlord of all labor constructing Landlord’s Work. Notwithstanding anything contained herein, if Tenant fails to approve any Change Order, and material costs if Landlord, in its reasonable judgment, believes that it would be unwise or inefficient to continue with the Landlord’s Work until the issues relating to such Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agreehave been resolved, then Town and Contractor Landlord may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in halt the performance of the Landlord’s Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and until such time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare as the Change Order for is either mutually approved by Landlord and Tenant or Landlord and Tenant mutually agree to proceed with the ContractorLandlord’s signature. The Town shall execute the approved Work without such Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount Order, and any resulting delay in achieving Substantial Completion of the Change Order and provide Landlord’s Work shall be deemed to be a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderTenant Delay.

Appears in 1 contract

Sources: Lease (Purple Innovation, Inc.)

Change Orders. A. In the event Town has changes If Lessee desires to make any change in the Work not covered Plans which is reasonable and practical (which shall be conclusively determined by Lessor), such change may only be requested by the Contractdelivery to Lessor by Lessee of a proposed written "CHANGE ORDER" specifically setting forth the requested change. Lessor shall have five (5) days from the receipt of the proposed Change Order to provide Lessee with Lessor's disapproval of the proposed change stating the reason(s) for such disapproval, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve if Lessor approves the Surety or Sureties proposed change, the following items: (i) a summary of any bonds and all extra Work shall be performed under increase in the conditions of this Contract. Except in an emergency endangering life or propertycost caused by such change (the "CHANGE ORDER COST"), changes in Work shall not proceed without (ii) a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% statement of the net cost number of days of any delay caused by such proposed change (the change with Work provided directly by the Contractor. For purposes "CHANGE ORDER DELAY"), and (iii) a statement of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change Change Order Delay (the "CHANGE ORDER DELAY EXPENSE"), which Change Order Delay Expense shall be computed by application the product of the unit prices based on quantitiesnumber of days of delay multiplied by Six Hundred Eighty Eight Dollars ($688). Lessee shall then have three (3) business days to approve the Change Order Cost, the Change Order Delay and the Change Order Delay Expense. If this method is used no additional allowances Lessee approves these items, Lessor shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of promptly execute the Change Order and cause the appropriate changes to the Plans to be made. If Lessee fails to respond to Lessor within said three (3) business day period, the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below gradeCost, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of Delay and the Change Order Delay Expense shall be deemed disapproved by Lessee and provide a copy of Lessor shall have no obligation to perform any work set forth in the approved proposed Change Order. The Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract Cost shall preclude the Town from performing, or having performed, the Work requested in a Change Order.include all

Appears in 1 contract

Sources: Standard Industrial/Commercial Single Tenant Lease Net (Netcom Systems Inc)

Change Orders. A. In All changes to the event Town has changes final Plans must be effected by -------------- written change orders ("Change Orders") in accordance with the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contractfollowing procedure. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown Tenant must notify Landlord of all labor and material costs with Change Orders. Tenant need not obtain the prior consent of Landlord for Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit Orders which do not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal increase or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, decrease the cost of the change shall be computed Work by application more than five thousand dollars ($5,000). Tenant must obtain Landlord's consent to Change Orders which increase or decrease the cost of the unit prices based on quantitiesWork by more than $5,000 and less than $20,000 prior to issuance of such Change Orders. If this method is used no additional allowances shall be made Landlord will approve or disapprove any such Change Order (i) within 48 hours after request for overhead and profit. 2. If the approval, provided that with respect to Change Orders involving additional work is not covered by unit pricesconsultants, unit prices were not provided in the proposal or bid, preparation of additional drawings or the Parties mutually agreelike ("Extraordinary Measures"), then Town and Contractor may negotiate and agree upon the value Tenant notifies Landlord of the change prior to the issuance of cause for the Change Order and the action Tenant is contemplating promptly after ▇▇▇▇▇▇ realized that Extraordinary Measures will be required and (ii) within a reasonable period of time if a Change Order involves Extraordinary Tandem Workletter Workltr.5 October 2, 1996 Measures and ▇▇▇▇▇▇ fails to give Landlord the notice referred to in clause (i) immediately above. Landlord must in any event, give its approval or disapproval within five (5) days after receipt of a request for approval. ▇▇▇▇▇▇▇▇ must notify Tenant in writing within eight (8) business hours after receipt of a request for approval whether Landlord will require additional time for approval or disapproval (up to a maximum of three (3) days beyond the initial two (2) days). Landlord shall identify have the corresponding lump sum adjustment right to the contract price. C. In additional up-to-three (3) days only if, at the event concealed time Landlord notifies Tenant in writing this it will require additional time beyond the initial forty-eight (48) hours, Landlord has already delivered to its consultants all material necessary for such consultants to assist Landlord in rendering its approval or disapproval of the proposed change order. If Landlord has not satisfied the conditions are discovered in for such extended review period within the performance initial forty-eight (48) hour period identified above and has not given its approval or disapproval within such initial forty-eight (48) hour period, Landlord shall be deemed to have approved the proposed change order. Tenant must obtain Landlord's consent to Change Orders which increase or decrease the cost of the Work below gradeby more than $20,000 prior to issuance of such Change Orders. Landlord will notify Tenant of its approval or disapproval within a reasonable period of time, which time period will be shortened if Tenant gives Landlord the notice described in clause (i) above. Landlord must in any event, give its approval or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made disapproval within thirty five (305) days after receipt of a request for approval. ▇▇▇▇▇▇▇▇ must notify Tenant in writing within eight (8) business hours after receipt of a request for approval whether Landlord will require additional time for approval or disapproval (up to a maximum of three (3) days beyond the condition initial two (2) days). Landlord shall have the right to the additional up-to-three (3) days only if, at the time Landlord notifies Tenant in writing this it will require additional time beyond the initial forty-eight (48) hours, Landlord has been identifiedalready delivered to its consultants all material necessary for such consultants to assist Landlord in rendering its approval or disapproval of the proposed change order. The cost If Landlord has not satisfied the conditions for such extended review period within the initial forty-eight (48) hour period identified above and has not given its approval or disapproval within such initial forty-eight (48) hour period, Landlord shall be determined by one of deemed to have approved the methods outlined in this Contract. D. Change Orders proposed change order. Tandem Workletter Workltr.5 October 2, 1996 Tenant is liable for all work begun on a change order without Landlord's written approval, for which Landlord does not grant approval. Subject to Paragraph 8 below, Tenant shall be submitted responsible for all cost and expenses attributable to any changes. All delays caused by ▇▇▇▇▇▇ initiated change orders, including, without limitation, any stoppage of work during the Contractor for change order review process, are solely the Town’s responsibility of Tenant and shall cause no delay in the commencement date, or payment of rent and performance of other obligations set forth in the Lease. Landlord shall have a reasonable time to review any such changes and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond coerced into approval due to the Contractor’s proposal within fourteen calendar (14) days lateness of receipt Tenant's delivery of the proposalchange order or pending commencement of rent. If acceptedLandlord shall make every attempt to review and/or approve Tenant's change request, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order so as not to the Suretydelay construction. In the no event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performingLandlord's approval, or having performeddeemed approval relieve Tenant of its obligations to conform to all applicable rules, the Work requested in a Change Orderregulations and laws.

Appears in 1 contract

Sources: Lease Agreement (Pure Atria Corp)

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals with respect to items of work not shown on the Floor Plan or referenced in the Work not covered Turnkey Matrix (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within such time as is reasonably necessary (taking into consideration the information contained in such Change Proposal) after the submission thereof by the ContractTenant, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties advising Tenant of any bonds and all extra incremental anticipated increase in costs associated with such Change Proposal, taking into account any savings accruing as a result of such Change Proposal, which increased costs shall include a construction management fee equal to three (3%) percent of the Change Proposal (“Change Order Costs”), as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). Tenant shall have the right to then approve or withdraw such Change Proposal within three (3) business days after receipt of Landlord’s Change Order Response. If Tenant fails to respond to Landlord’s Change Order Response within such three (3) business day period, each day of such delay shall constitute one day of Tenant Delay. If Tenant approves Landlord’s Change Order Response, then such Change Proposal shall be performed under deemed a “Change Order” hereunder and if the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by is made, then the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order Costs associated with the Change Order request. The breakdown shall include be deemed additions to the Contractor’s allowance for overhead Tenant Plan Excess Costs and profit not to exceed 10% of shall be paid in the net cost of the change with Work provided directly by the Contractor. For purposes same manner as Tenant Plan Excess Costs are paid as set forth in Section 1.5 of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractAgreement. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (Amag Pharmaceuticals Inc.)

Change Orders. A. In the event Town has Tenant may authorize changes in the Work not covered work during construction, only by the Contract, these written instructions from a designated representative of Tenant’s to Landlord on a form approved by Landlord. All such changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under subject to Landlord’s prior written approval. Prior to commencing any change, Landlord shall prepare and deliver to Tenant, for Tenant’s approval, a change order (“Change Order”) setting forth the conditions additional time required to perform the change and the total cost of this Contractsuch change, which will include associated architectural, engineering, Landlord’s and Landlord’s Contractor’s fees. Except in an emergency endangering life or propertyIf Tenant fails to approve such Change Order within [*________ (_)*] business days after delivery by Landlord, changes in Work Tenant shall be deemed to have withdrawn the proposed Change Order and Landlord shall not proceed without a to perform the change. Upon Landlord’s receipt of Tenant’s approval, Landlord’s Contractor shall proceed to perform the change and Tenant shall pay for such Change Order approved by out of its Tenant Improvement Allowance or, to the Town. Contractor extent the Tenant Improvement Allowance is not sufficient, Tenant shall provide a complete breakdown of all labor and material costs with the pay for such Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance commencement of the Change Order and work. Any delay in the construction of the Tenant Improvements resulting from the submission of any Change Order shall identify be deemed a Tenant Delay. Whenever possible and practical, Landlord will utilize, for the corresponding lump sum adjustment to construction of the contract price. C. In Tenant Improvements, the event concealed conditions are discovered items and materials designated in the performance Final Plans. However, whenever Landlord determines in its judgment that it is not practical or efficient to use such materials, Landlord shall have the right, upon receipt of Tenant’s consent, which consent shall not be unreasonably withheld or delayed, to substitute comparable items and materials. If Tenant refuses to grant such consent, and Landlord is delayed in causing the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may Tenant Improvements to be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one substantially complete because of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to ContractorTenant’s failure to submit proper documentation permit the substitution of comparable items and materials, such delay shall not be grounds for constitute a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderTenant Delay.

Appears in 1 contract

Sources: Loan Agreement (MPG Office Trust, Inc.)

Change Orders. A. In the event Town has changes Tenant Change Orders must be in the Work not covered writing and approved by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this ContractLandlord. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a No Tenant Change Order approved by will be implemented without the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this ContractLandlord's prior approval, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in which approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension unreasonably withheld or basis of a claimdelayed. The Town Landlord shall respond have five (5) business days after receipt to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, accept or having performed, the Work requested in reject a Change Order. Tenant agrees to pay for any additional cost or expense in implementing any such Tenant Change Order. A Tenant Change Order may give rise to delays but shall not be cause for any change in the Commencement Date as defined in Exhibit A herein. LANDLORD'S WORKLETTER. Landlord's workletter is described in the materials attached to this Exhibit B and initialed by Tenant and Landlord. SCHEMATIC DESIGN PLAN ATTACHED. [Graphic of Schematic Design Plan] 23 Construction - Scope of Work PayTrust 29 E▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ B DEMOLITION/CARPENTRY/PLUMBING Demolition of entire suite including walls, ceiling, doors, kitchen and bathrooms. Build office and other spaces per permitted plans and specifications. Plan includes rebuilding two bathrooms and a shower room to meet ADA specifications. Doors to be solid core (stained grade), with hollow metal frames and light duty commercial locksets (level). New partitions will be 5/8 drywall on steel studs. Perimeter partitions to be drywall with one inch of rigid insulation. New white ceiling grid and 2x4 tiles and existing ceiling height. Ceiling to be insulated with 3" fiberglass roll insulation. FLOORING New carpet, base molding (4 inch), and VCT throughout. Tenant to select color. Building Standard carpet (Shaw ▇▇▇ition 26oz.), VCT (Arms▇▇▇▇▇), ▇nd base molding. PAINT Painting: Color selected by tenant. All walls (eggshell) Windows Door Frames (semi-gloss) Stain Doors Existing kitchen cabinets to remain. ELECTRICAL work as follows:

Appears in 1 contract

Sources: Lease (Paytrust Inc)

Change Orders. A. In Lessee may, from time to time, submit to Lessor any written requests for changes or additions to the event Town has Construction Documents and/or the Improvements desired by the Lessee in such detail as Lessor may reasonably require (each a "Change Order"), which changes or additions shall be subject to Lessor's approval, which approval shall not be unreasonably withheld or delayed. Such approval shall include Lessor's written notice to Lessee of (i) the net increase, if any, in the Work not covered actual out of-pocket cost to be incurred by Lessor in completing the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs work associated with the Change Order request(the "Change Cost"), and (ii) the anticipated delays, if any, in completing the work as a result of such Change Order, including the processing thereof (the "Change Delay"). The breakdown Within five (5) business days after Lessee's receipt of such notice, Lessee shall give to Lessor written notice to proceed or not to proceed with the Change Order. Lessee's notice to proceed with the Change Order shall include a specific written agreement from Lessee to pay to Lessor the Contractor’s allowance for overhead Change Cost and profit not to exceed 10% written confirmation of Lessee's acceptance of the net cost Change Delay as a Lessee Delay hereunder. Following the required approvals, upon Lessee's written acceptance of any such Change Order, Lessor shall promptly revise the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant Construction Documents to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of incorporate the Change Order and shall proceed to complete the Improvements in accordance with the Change Order. Any and all Change Costs approved by Lessee and incurred by Lessor hereunder shall be reimbursed by Lessee to Lessor over the initial ten (10) year term of this Lease in amounts equal to for each year the sum of 10.5% multiplied by the total amount of the Change Costs. Such amounts shall be reimbursed by Lessee to Lessor in equal monthly installments together with the base rent payable by Lessee hereunder. Notwithstanding the foregoing, Lessor shall not be obligated hereby to pay any Change Costs after the total sum of all Change Costs paid by Lessor hereunder causes the total change order to exceed $200,000.00. Any Change Costs which will not be paid by Lessor hereunder shall be paid by Lessee on an item by item basis within ten (10) business days after the date that each such Change Order has been completed by Lessor and Lessor has delivered to Lessee a written invoice for such work. Calculations of any Change Costs shall identify the corresponding lump sum adjustment be subject to audit, verification, and correction, if necessary, by Lessee (who shall have access to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum relevant books and time records maintained by Lessor for completion may such purpose) without either party being prejudiced by any prior payment thereof; provided that any such audit shall be adjusted by completed for each Change Order upon claim by either party made within thirty forty-five (3045) days after the condition has been identified. The cost shall be determined by one date of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of Lessee's receipt of the proposal. If acceptedrelevant invoices, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount statements, and other documents supporting Lessor's calculation of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Cost for each such Change Order. Any disagreements between Lessor and Lessee regarding the calculation of any Change Costs shall be resolved in accordance with the procedures set forth in Section l(p) of this Lease.

Appears in 1 contract

Sources: Lease Agreement (United Stationers Supply Co)

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval (which shall be granted or withheld in accordance with the approval standards set forth in Section 4.3(B) hereof) change proposals subsequent to Landlord’s approval of the Final Tenant Plans and Tenant’s approval of the applicable Cost Proposal (each, a “Change Order”). Any such change proposal submitted by Tenant must contain information consistent with the level of information required of design development drawings so the Landlord may assess the change proposal, and Landlord shall have no obligation to respond in detail to a change proposal which does not contain such level of information, but Landlord shall notify Tenant what additional information is required from Tenant. Landlord agrees to respond to any such change proposal (which response shall include any information necessary for Tenant to evaluate such change order) within ten (10) business days (or such longer time as is reasonably necessary taking into consideration the information contained in such change proposal, Landlord agreeing to use reasonable efforts to expedite the receipt of any information needed by Landlord to respond to such change proposal, such as revised bids from contractors) after the submission thereof by ▇▇▇▇▇▇, advising Tenant of any anticipated costs (“Change Order Costs”) associated with such change proposal, as well as an estimate of the length of any delay which would likely result in the completion of Landlord’s Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without if a Change Order approved by is made pursuant thereto. During the Townreview of a Change Order, Landlord shall continue with Landlord's Work without regard to such Change Order, except as set forth in Section 4.5(H) below. Contractor If Landlord disapproves such Change Order, Landlord shall provide continue with Landlord's Work without regard to such Change Order. Tenant shall have the right to then approve such change proposal within five (5) business days after receipt of such information. Tenant shall have the right to withdraw a complete breakdown of all labor change proposal at any time. If Tenant approves such change proposal and material costs a Change Order is made, then the net Change Order Costs with respect to related items associated with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by deemed additions or deductions, as the terms of this Contract. B. The Parties agree that there are two methods that case may be utilized be, to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid applicable Cost Proposal and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed paid by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitor credited to Tenant in accordance with Section 4.8. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (Akamai Technologies Inc)

Change Orders. A. In the event Town has changes If Lessee desires any change in the Work not covered Approved Final Plans, such changes may only be requested by the Contract, these delivery to Lessor by Lessee of a proposed written “Change Order” specifically setting forth the requested change. Change Orders shall also include those changes will not invalidate or relieve Contractor from any guarantee it has given specified in this Contract. These changes will not relieve Work Letter as “Change Orders.” Lessor shall have five (5) business days from the Surety receipt of the proposed Change Order to provide Lessee with the Lessor’s Architect’s disapproval of the proposed change stating the reason(s) for such disapproval, or Sureties if Lessor’s Architect approves the proposed change, the following items: (i) an itemized breakdown of any bonds and all extra Work shall be performed under increase in the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a cost caused by such change (the “Change Order approved Cost”), (ii) a statement of the number of days of any delay caused by such proposed change (the Town. Contractor shall provide a complete breakdown of all labor and material costs with the “Change Order request. The breakdown shall include the Contractor’s allowance for overhead Delay”), and profit not to exceed 10% (iii) a statement of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change Change Order Delay (the “Change Order Delay Expense”), which Change Order Delay Expense shall be computed by application the product of the unit prices based on quantitiesnumber of days of delay multiplied by the estimated daily Base Rent first due under the Lease. Lessee shall then have one (1) business day to approve the Change Order Cost, the Change Order Delay and the Change Order Delay Expense. If this method is used no additional allowances Lessee approves these items, Lessor shall promptly execute the Change Order and cause the appropriate changes to the Approved Final Plans to be made. If Lessee fails to respond to Lessor within said one (1) business day period, the Change Order Cost, the Change Order Delay and the Change Order Delay Expense shall be made deemed disapproved by Lessee and Lessor shall have no further obligation to perform any work set forth in the proposed Change Order. The Change Order Cost shall include all costs associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by Lessor’s Architect and Lessor’s Contractor, respectively, together with a four percent (4%) fee of these costs as reimbursement for overhead the expense of administration and profit. 2coordination of such Change Order by Lessor. If The Change Order Delay shall include all delays caused by the additional work is not Change Order, including, without limitation, all design and construction delays, as reasonably determined by Lessor’s Architect and Lessor’s Contractor. Lessee shall pay Lessor for such Change Order Costs and the Change Order Delay Expenses within fifteen (15) days following Lessor’s delivery to Lessee of a request for payment (which request for payment shall contain reasonable supporting documentation including vendor or contractor invoices and details of costs covered by unit prices, unit prices were not provided in such request for payment). Lessor shall have no obligation to commence with the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance applicable Change Order until it receives Lessee’s approval of the Change Order (including Lessee’s approval of the Change Order Cost and the Change Order shall identify Delay Expense). Any delay in revising the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, Approved Final Plans or in constructing the event concealed or unknown conditions in an existing structure vary Improvements resulting from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to ContractorLessee’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to timely pay the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the applicable Change Order for the Contractor’s signature. The Town shall execute the approved Cost and Change Order within seven (7) days of receipt from the Contractor. The Contractor Delay Expense, as set forth above, shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide be deemed a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderLessee Delay.

Appears in 1 contract

Sources: Standard Industrial/Commercial Single Tenant Lease Net (Unified Grocers, Inc.)

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals subsequent to Landlord’s approval of the Tenant Plans and Tenant’s approval of the Tenant Plan Excess Costs, if any (each, a “Change Proposal”). ▇▇▇▇▇▇▇▇ agrees to respond to any such Change Proposal within five (5) business days after the submission thereof by ▇▇▇▇▇▇, advising Tenant of any anticipated increase in costs (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). With respect to Change Proposals for which a response cannot covered by reasonably be developed within five (5) business days, Landlord shall within the Contractfive business-day response period advise Tenant of the steps necessary in order for Landlord to evaluate the Change Order Proposal and the date upon which ▇▇▇▇▇▇▇▇’s Change Order Response will be delivered. Tenant shall have the right within five (5) days after receiving Landlord’s Change Order Response (or ▇▇▇▇▇▇▇▇’s notice that a Change Proposal could not be evaluated within the five business-day response period set forth above) to then approve or withdraw such Change Proposal. If Tenant fails to respond to ▇▇▇▇▇▇▇▇’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under deemed withdrawn. If Tenant approves such Change Proposal, then such Change Proposal shall be deemed a “Change Order” hereunder and if the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by is made, then the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order Costs associated with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless deemed additions to the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order Tenant Plan Excess Costs and shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted paid in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitsame manner as Tenant Plan Excess Costs are paid as set forth in Section 1.6. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (A123 Systems, Inc.)

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals subsequent to Landlord’s approval of the Tenant Plans and Tenant’s approval of the Tenant Plan Excess Costs, if any (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within ten (10) days after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). With respect to Change Proposals for which a response cannot covered by reasonably be developed within ten (10) days, Landlord shall within the Contractten-day response period advise Tenant of the steps necessary in order for Landlord to evaluate the Change Order Proposal and the date upon which Landlord’s Change Order Response will be delivered. Tenant shall have the right within five (5) days after receiving Landlord’s Change Order Response (or Landlord’s notice that a Change Proposal could not be evaluated within the ten-day response period set forth above) to then approve or withdraw such Change Proposal. If Tenant fails to respond to Landlord’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under deemed withdrawn. If Tenant approves such Change Proposal, then such Change Proposal shall be deemed a “Change Order” hereunder and if the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by is made, then the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order Costs associated with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless deemed additions to the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order Tenant Plan Excess Costs and shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted paid in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitsame manner as Tenant Plan Excess Costs are paid as set forth in Section 1.5. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (Constant Contact, Inc.)

Change Orders. A. In the event Town has Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall deliver written notice (the "Drawing Change Notice") of the same to Landlord, setting forth in detail the proposed changes (the "Tenant Change") Tenant desires to make to the Approved Working Drawings. Within three (3) business days following receipt of a Drawing Change Notice, Landlord shall deliver written notice to Tenant of either (i) Landlord's approval of the proposed Tenant Change, or (ii) its disapproval of the proposed Tenant Change (not to be unreasonably withheld, conditioned or delayed, in accordance with Landlord's rights under Section 3.4 of this Work not covered by Letter) specifying in reasonably sufficient detail the Contract, these changes will not invalidate reasons for Landlord's disapproval. If Landlord fails to notify Tenant of Landlord's approval or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties disapproval of any bonds such Tenant Change within such three (3) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a "Tenant Change Second Request") that specifically identifies the Tenant Change and all extra Work contains the following statement in bold and capital letters: "THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE." If Landlord fails to respond to such Tenant Change Second Request within five (5) business days after receipt by Landlord, the Tenant change in question shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order deemed approved by the TownLandlord. Contractor Tenant shall provide a complete breakdown of pay all labor additional costs and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not fees, if any, attributable to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contractsuch Tenant Change, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant subject to an approved change order shall be governed by the terms of this ContractSection 4.2.1 below. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Office Lease (Nektar Therapeutics)

Change Orders. A. In (a) Tenant shall have the event Town has right to make reasonable changes from time to time in the Final Plans by submitting to Landlord revised plans and specifications (collectively, “Change Orders”). All Change Orders shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, provided that Landlord may, in the exercise of its sole and absolute discretion, disapprove any proposed changes which are inconsistent with or violative of the Landlord’s Work not covered by Requirements. Without limiting the Contractgenerality of the foregoing, these no Change Order will be approved unless (a) all changes will not invalidate to and modifications of Tenant’s Final Plans are circled or relieve Contractor from any guarantee it has given in highlighted as per standard industry practices, and (b) such Change Order conforms with the requirements of this ContractLease (including without limitation this Exhibit D, and including, without limitation, Landlord’s Work Requirements). These changes will not relieve the Surety or Sureties Landlord shall notify Tenant of any bonds required Tenant’s Contribution and all extra Work shall be performed under any Tenant Delay that the conditions performance of this Contractany such Change Order may entail. Except in an emergency endangering life or propertyIf Tenant does not respond affirmatively within three (3) Business Days of the giving of such notice, changes in Work Landlord shall not proceed without make the proposed Change Order. Upon receipt and approval of any Change Order, Landlord shall submit the Change Order to the contractor or subcontractors performing the trade or trades involved in the Change Orders and, if applicable and so requested by Tenant, obtain and deliver to Tenant a work order in connection therewith. In no event shall Landlord be required to perform any Change Order unless and until Tenant has paid Landlord the entire amount of any Tenant Contribution required in connection therewith. (b) If Tenant shall submit to Landlord (i) a Change Order approved which complies in all respects with the requirements of the foregoing Paragraph (a) of this Section F of this Exhibit D (or revisions or supplements to a previously submitted and rejected Change Order), for approval by Landlord, together with (ii) written notice from Tenant expressly claiming same as a Change Order and requesting Landlord’s approval thereof, and which notice must be headed by the Town. Contractor shall provide a complete breakdown legend, in bold, capital letters stating that “LANDLORD MUST RESPOND WITHIN 3 BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE,” then Landlord, within three (3) Business Days after actual receipt by Landlord of all labor and material costs with the such Change Order request(or such revisions or supplement thereto) and notice, shall give notice to Tenant either approving or disapproving same. The breakdown If Landlord shall include the Contractor’s allowance for overhead and profit not fail or omit to exceed 10% of the net cost of the change with Work provided directly give such notice to Tenant approving or disapproving same by the Contractor. For purposes expiration of this Contractsuch three (3) Business Day period, “net cost” then, as the sole remedy of Tenant, each day after the expiration of such three (3) Business Day period that Landlord shall mean fail or omit to give such notice, until the difference between all proper cost additions and deductions. No claim for adjustments date that Landlord shall give such notice of the contract price approval or disapproval, shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms not constitute a day of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitTenant Delay. 2. If the additional work is not covered by unit prices, unit prices were not provided Such costs shall be collectible in the proposal same manner as Additional Rent whether or bid, or not the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value term of the change prior this Lease as it applies to the issuance Premises shall have commenced, and, if Tenant defaults in the payment thereof, Landlord shall (in addition to all other remedies) have the same rights as it would have upon a default by Tenant in the payment of the Change Order Rent under this Lease, and the Change Order Landlord shall identify the corresponding lump sum adjustment have no obligation to the contract price. C. In the event concealed conditions are discovered in continue the performance of the Landlord’s Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost until Tenant shall be determined by one of the methods outlined in this Contracthave cured such default. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (Pzena Investment Management, Inc.)

Change Orders. A. In From time to time after the event Town has date of the Lease, Tenant may notify Landlord of changes in that Tenant proposes be made to the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this ContractFinal Plans (a “Change Order”). These changes will not relieve the Surety or Sureties Promptly upon Tenant’s delivery to Landlord of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor Order, Landlord shall provide give Tenant a complete breakdown of all labor and material costs with the notice (“Change Order request. Notice”) of both: (i) The breakdown shall include amount, if any, Landlord would require Tenant to pay for the Contractor’s allowance for overhead change in question; and profit not to exceed 10% (ii) whether Landlord believes the requested change would result in a delay in substantial completion (an “Estimated Delay”) and the expected period of the net cost delay. Tenant shall notify Landlord of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal its final approval or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance disapproval of the Change Order within two (2) business days after Landlord delivers to Tenant the applicable Change Order Notice (“Change Order Response Period”). If Tenant fails to timely notify Landlord of its approval or disapproval of any proposed Change Order, Tenant shall be deemed to have automatically disapproved that particular Change Order and Landlord shall not proceed to implement any of the changes specified therein. If Tenant timely notifies Landlord of its approval of the Change Order, then, within three (3) business days after the expiration of the applicable Change Order Response Period, Tenant shall pay Landlord amount of any increase in the Work Cost (as set forth in the applicable Change Order Notice) in accordance with Paragraph 4 of this Work Letter; and upon receipt of such payment, Landlord shall implement the changes specified in the Change Order. In such event, however, any delay in the Scheduled Commencement Date resulting solely from the change described in the relevant Change Order shall identify the corresponding lump sum adjustment to the contract pricebe deemed a Delay Event (defined below). C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Industrial Building Lease (Makemusic Inc)

Change Orders. A. In (a) After the event Town has changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order Final Plans are approved by the Townparties and Landlord has applied for a building permit for the Landlord Improvements, Tenant, at Tenant’s sole cost and expense, shall have the right to make changes, substitutions and eliminations in said Final Plans (“Change Order(s)”); provided, however, that any delay to the progress of the construction schedule shall be deemed a Tenant Delay if Landlord notifies Tenant in writing of such delay as per Section 5.1.1(iii) above. Contractor Tenant shall provide sufficient detail to Landlord documenting the nature and extent of such proposed Change Order(s). Within 10 business days of ▇▇▇▇▇▇▇▇’s receipt of ▇▇▇▇▇▇’s requested Change Order(s) and such documentation, Landlord must furnish Tenant reasonably detailed documentation indicating the projected cost and expenses for any such changes, substitutions and eliminations and any anticipated delay in construction due to such changes, substitutions and/or eliminations (“Statement of Change Order Impact”). Within 5 days of ▇▇▇▇▇▇’s receipt of Landlord’s Statement of Change Order Impact, Tenant shall provide to Landlord written notice of its election to proceed with such proposed Change Order(s). Tenant’s failure to deliver to Landlord such written notice within said 5-day period shall be deemed a complete breakdown withdrawal of all labor and material costs the proposed Change Order(s). Should Tenant timely advise Landlord in writing that it wishes to move forward with the proposed Change Order request. The breakdown shall include Order(s), the Contractorcosts and expenses for same (including the rate of return to Landlord for such expenditure) will be added to Landlord’s allowance Total Costs for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean calculating the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractFinal Purchase Price. B. The Parties (b) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ understand and agree that there are two methods that may be utilized to determine the cost costs and expenses of any changes: 1. If unit prices are quoted in the proposal or bid , substitutions and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior eliminations to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted Final Plans proposed by the Contractor and approved by Landlord for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt construction of the proposal. If accepted, the Town shall prepare the Change Order Premises will be added to Landlord’s Total Costs for the Contractor’s signature. The Town shall execute purposes of calculating the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderFinal Purchase Price.

Appears in 1 contract

Sources: Build to Suit Lease and Option

Change Orders. A. In the event Town has (a) If Tenant requests any changes in the Work not covered by Construction Plans, Landlord shall, within five (5) business days thereafter, deliver to the ContractTenant Representative a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, these changes will not invalidate if any, that would be attributable to such change. Tenant shall then have three (3) business days thereafter to approve or relieve Contractor from any guarantee it has given reject such cost or schedule change. If Tenant agrees with such additional cost (or cost savings) and/or revision to the Critical Path, then Tenant shall notify Landlord in this Contract. These changes will not relieve the Surety or Sureties of any bonds writing, and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Landlord and Contractor shall provide enter into a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the SuretyConstruction Contract and Tenant shall approve such Change Order. Landlord shall cause such agreed Change Order to be incorporated in the Construction Plans and/or the Critical Path, as applicable. In the event a Tenant fails to approve or disapprove the Change Order canwith the three (3) business day period, each day until Tenant approves or disapproves the Change Order thereafter shall be considered a Tenant Delay. If Tenant rejects such additional cost (or cost savings) and/or revision to the Critical Path, then the actual number of days elapsed from Tenant’s initial request may be considered Tenant Delay (but without duplication of any days that are considered to be Tenant Delay pursuant to the preceding sentence). (b) If Landlord desires any changes in the Construction Plans, Landlord shall deliver to the Tenant Representative a written request for such change and a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that would be attributable to such change. Tenant shall then have three (3) business days thereafter to approve or reject such cost or schedule change. If Tenant agrees with such additional cost (or cost savings) and/or revision to the Critical Path, then Tenant shall notify Landlord in writing, and Landlord and Contractor shall enter into a change order to the Construction Contract and Tenant shall approve such change order; provided, however, that Tenant shall not be responsible for any additional cost resulting from, and Minimum Rent shall not increase or decrease as a result of, such Change Order requested by Landlord. Landlord shall cause such agreed upon by change to be incorporated in the PartiesConstruction Plans or the Critical Path, nothing as applicable. In the event Tenant fails to approve or reject the change order with the three (3) business day period, each day until Tenant approves or rejects the change order thereafter may be considered a Tenant Delay. If Tenant rejects such additional cost (or cost savings) and/or revision to the Critical Path, then Landlord shall proceed with no change to the Construction Plans or the Critical Path. (c) If any change in this Contract shall preclude the Town from performingConstruction Plans or the Critical Path is required as a result of (i) Governmental Delay, (ii) Settlement Delay, (iii) a Post Approval Governmental Requirement, (iv) a Force Majeure Event, (v) an Unforeseen Condition, or having performed(vi) a Tenant Delay, Landlord shall notify the Work requested Tenant Representative in writing of the change and provide a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that is attributable to such change. Landlord shall cause such change to be incorporated in the Construction Plans and/or the Critical Path, as applicable. (d) In the event Tenant desires to modify the Tenant Finish Plans, Tenant shall unilaterally be entitled to execute Change OrderOrders with respect thereto; provided, however, that Landlord’s approval shall be required with respect to any Change Order to the Tenant Finish Plans that affect the completion of the Land Sitework or the Shell Building or the Critical Path as it relates to the Land Sitework or the Shell Building, which approval shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Lease Agreement (Emdeon Inc.)

Change Orders. A. In the event Town has Tenant may request changes in the Base Building Work from that provided for in the Base Building Plans by giving Landlord written notice of the proposed change(s) with such details, plans and specifications as reasonably may be required by Landlord. In response to such request by Tenant, Landlord shall, within five Business Days after receipt of such request, provide Tenant with a proposed change order setting forth (i) the change in the Base Building Costs due to such change(s), (ii) the expected delay, if any, in achieving Partial Completion and Substantial Completion of the Base Building Work in connection therewith, and (iii) any reasonable conditions imposed by Landlord in connection therewith. Tenant shall, within five Business Days after receipt of a proposed change order, either reject or accept it. If Tenant rejects a proposed change order (or fails to respond within the specified period), the Base Building Work shall not covered by be changed. If Tenant approves a proposed change order, then (x) Tenant shall execute the Contractproposed change order and deliver a signed original thereof to Landlord within the specified five Business Day period, these changes will not invalidate or relieve Contractor from any guarantee it has given (y) the Target Delivery Date shall be extended for the period of the expected delay in this Contract. These changes will not relieve achieving Partial Completion specified pursuant to clause (ii) above, and (z) for purposes of determining the Surety or Sureties Commencement Date, the date as of any bonds and all extra which Landlord achieves Substantial Completion of the Base Building Work shall be performed under deemed to be accelerated by either (1) the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% period of the net cost expected delay in achieving Substantial Completion specified pursuant to clause (ii) above or (2) if the period of actual delay in achieving Substantial Completion of the Base Building Work by reason of the change with Work order is demonstrably shorter than such period of expected delay, the period of actual delay. If any change order approved by Tenant extends the Target Delivery Date as provided directly above, then, to the extent that such change order results in a delay of the Commencement Date beyond September 1, 2011, the Base Rent Deferral Period shall be shortened by the Contractor. For purposes period of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contractsuch delay. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (Forrester Research Inc)

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals with respect to items of work not shown on the Plans (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within such time as is reasonably necessary (taking into consideration the information contained in such Change Proposal) after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs which costs shall include a construction management fee equal to 3% of the Change Proposal (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work not covered by if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). Tenant shall have the Contractright to then approve or withdraw such Change Proposal within five (5) days after receipt of Landlord’s Change Order Response. If Tenant fails to respond to Landlord’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under the conditions of this Contractdeemed withdrawn. Except in an emergency endangering life or property, changes in Work shall not proceed without a If Tenant approves Landlord’s Change Order approved by Response, then such Change Proposal shall be deemed a “Change Order” hereunder and if the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order is made, then the Change Order Costs associated with the Change Order request. The breakdown shall include be deemed additions to the Contractor’s allowance for overhead Tenant Plan Excess Costs and profit not to exceed 10% of shall be paid in the net cost of the change with Work provided directly by the Contractor. For purposes same manner as Tenant Plan Excess Costs are paid as set forth in Section 1.5 of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractAgreement. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease (Eloxx Pharmaceuticals, Inc.)

Change Orders. A. In If Tenant requests any change, addition or deletion to the event Town has changes in the Work not covered by the ContractFinal Plans (collectively referred to as a “Change Order”), these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work then a request for such Change Order shall be performed under submitted to Landlord for Landlord’s approval. Landlord shall not unreasonably withhold its consent to any requested Change Order in accordance with the conditions standards set forth in Section 2.2 of this Contract. Except in an emergency endangering life Work Letter, and grant or property, changes in Work shall not proceed without deny its consent thereto within (x) five (5) Business Days after Landlord’s receipt of a Change Order which satisfies all of the Reasonable Alteration Conditions, or (y) ten (10) Business Days after Landlord’s receipt of a Change Order which does not satisfy all of the Reasonable Alteration Conditions and if such change is material or extensive, such additional time as may be reasonably required to respond based on the magnitude of such change. Any Design Problem shall be handled in accordance with the correction procedures established therefor in Section 2.2 of this Work Letter. If a Change Order is approved by the Town. Contractor shall provide a complete breakdown Landlord, Landlord shall, together with its notice of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% approval, notify Tenant of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contractits reasonable, good faith estimate (collectively, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine Landlord’s Change Estimate”) of: (i) the cost which will be chargeable to Tenant as a result of changes: 1. If unit prices are quoted in such Change Order, which cost shall the proposal or bid and the actual additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the out-of-pocket incremental cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and (without additional ▇▇▇▇-up paid directly to Landlord), taking into account any costs savings as the result of such Change Order and payable by Tenant to Landlord in connection with such Change Order (“Change Cost”) and (ii) the delay, if any, in Substantial Completion of Landlord’s Expansion Premises Work (which shall identify include, without limitation, any additional time taken to renew such Change Order and revised plans and/or to obtain required permits or file documents with the corresponding lump sum adjustment NYC DOB, which Landlord shall diligently pursue) by reason of such Change Order (and shall be deemed a Tenant Delay for such delay period subject to the contract price. C. In the event concealed conditions are discovered Landlord’s ). Such Change Cost shall include, without limitation, all actual out of pocket costs reasonably incurred by Landlord as a result of any such delay in the performance completion of the Landlord’s Expansion Premises Work below gradedirectly resulting from such Change Order, if any, and so specified in Landlord’s Change Estimate. Tenant shall within two (2) Business Days after Landlord’s delivery to Tenant of Landlord’s Change Estimate, notify Landlord in writing whether it desires to proceed with such Change Order. Tenant shall not make any changes to (or in that affect beyond a de minimis extent) Landlord’s Base Building Work. If such Change Orders increase the event concealed or unknown conditions in an existing structure vary from cost of constructing the conditions indicated in Landlord’s Expansion Premises Work shown on the Contract DocumentsFinal Plans, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The such cost shall be determined added to the cost of Landlord’s Expansion Premises Work and paid by one the parties in accordance with this Exhibit M, subject in all events to the Landlord’s Contribution. Landlord may, in the exercise of its sole and absolute discretion, disapprove any proposed Change Order which do not satisfy all of the methods outlined in this Contract. D. Change Orders shall be submitted by Reasonable Alteration Conditions. All reasonable and actual delays to the Contractor for the TownSubstantial Completion Landlord’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of Expansion Premises Work resulting from a Change Order due to Contractor’s failure to submit proper documentation submission review (whether or not Landlord proceeds with such change) shall not be grounds for deemed a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderTenant Delay.

Appears in 1 contract

Sources: Lease Agreement (2U, Inc.)

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals with respect to items of work not shown on the Additional Premises Plan (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within such time as is reasonably necessary (taking into consideration the information contained in such Change Proposal) after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs which costs shall include a construction management fee equal to 6% of the Change Proposal (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Additional Premises Work not covered by if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). Tenant shall have the Contractright to then approve or withdraw such Change Proposal within five (5) days after receipt of Landlord’s Change Order Response. If Tenant fails to respond to Landlord’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under the conditions of this Contractdeemed withdrawn. Except in an emergency endangering life or property, changes in Work shall not proceed without a If Tenant approves Landlord’s Change Order approved by Response, then such Change Proposal shall be deemed a “Change Order” hereunder and if the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order is made, then the Change Order Costs associated with the Change Order request. The breakdown shall include be deemed additions to the Contractor’s allowance for overhead Tenant Plan Excess Costs and profit not to exceed 10% of shall be paid as Tenant Plan Excess Costs in the net cost of the change with Work provided directly by the Contractor. For purposes manner set forth in Section 1.5 of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this ContractAgreement. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease (Cra International, Inc.)

Change Orders. A. In Tenant may request any change, addition or alteration to the event Town has changes Plans (a “Change Order”) by delivering to Landlord a written request therefor together with complete working drawings and specifications, to the extent applicable, showing the change, addition or alteration, provided that such change, addition or alteration does not (i) involve Disapproved Design Criteria (as defined below) or (ii) individually or, together with other changes, additions or alterations, in the Work not covered aggregate result in the construction of the Tenant Improvements being of lesser quality than the Tenant Improvements as described in the Plans. Landlord shall promptly, following receipt of such request, give Tenant a written description of (a) modifications or revisions required by Landlord in order to approve the ContractChange Order, these changes will not invalidate (b) the Tenant Delay because of such Change Order, and (c) an itemized binding estimate of the cost of implementing the Change Order. Within five (5) days after such description and estimate, ▇▇▇▇▇▇ shall deliver to Landlord written notice either granting or relieve Contractor from any guarantee it has given in withholding authorization to proceed with the performance of the work shown on the requested Change Order. If no such authorization is received by Landlord within this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work five (5) business day period, Tenant shall be performed under deemed to have withheld authorization to proceed with the conditions performance of this Contractthe work shown on the Change Order. Except The cost of the work in an emergency endangering life or propertythe amount set forth on the Change Order shall be due and payable to Landlord upon, changes in Work shall not proceed without and a condition precedent to the effectiveness of, ▇▇▇▇▇▇’s written approval of the Change Order. Upon receipt of a Change Order approved by request, Landlord shall be entitled to stop the Town. Contractor shall provide a complete breakdown of all labor and material costs with Tenant Improvement construction if, in Landlord’s reasonable judgment, it is necessary to halt construction to accommodate the Change Order request. The breakdown Such delays in construction shall include be considered a Tenant Delay. No deviations will be permitted from “building standard work” except as approved in writing by Landlord and which approval may be withheld in Landlord’s good faith discretion. Landlord shall not be required to approve any “building non-standard” work that: (i) does not conform to applicable statutes, ordinances or regulations or is disapproved by any governmental agency, (ii) requires building service beyond the Contractorlevel normally provided to other tenants in the Project, (iii) overloads the floors, (iv) may, as determined by Landlord in Landlord’s allowance for overhead and profit not to exceed 10% good faith discretion, adversely impact the structure of the net cost Building or any of the change with Work provided directly by Building systems, (v) can be seen from the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments exterior of the contract price shall be valid Building, (vi) increase any of Landlord’s costs (unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit pricesTenant pays for such increase), or can be subsequently agreed to by (vii) is, in Landlord’s sole and absolute discretion, of a nature or quality that is inconsistent with the Parties, objectives of Landlord for the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identifiedProject. The cost shall be determined by one categories described in preceding clauses (i) through (vii) inclusive are hereinafter collectively referred to as “Disapproved Design Criteria.” Any dispute between Landlord and Tenant regarding or arising out of the methods outlined in this Contract. D. Plans or any Change Orders shall be submitted resolved by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performingProject Architect, or having performedany replacement Project Architect selected by Landlord, the Work requested in a Change Orderwhose determination shall be final.

Appears in 1 contract

Sources: Lease Agreement (iRhythm Technologies, Inc.)

Change Orders. A. In LESSEE shall have the event Town has right to, from time to time, submit to LESSOR any written requests for reasonable changes or additions to the Tenant Improvements desired by the LESSEE in such detail as LESSOR may reasonably require in accordance with the requirements and procedures in this section ( "Change Order "); subject to the limitations in subsection 5.4.6 of this Addendum. The term "Change Costs " shall mean the net increase (after taking into account any savings from any Change Order or prior Change Orders), if any, in the Work not covered actual out-of-pocket cost, including, without limitation, the actual construction costs attributable to a Change Order, including Contractor's "markup ", and any costs incurred by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve LESSOR to design and engineer the Surety or Sureties of any bonds and all extra Work shall Change Order) to be performed under incurred by LESSOR to complete the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs work associated with the Change Order requestOrder, including, without limitation, the costs of any demolition, removal or reconfiguration of completed work, mobilization and de-mobilization charges of subcontractors, overhead and profit allowance to subcontractors, restocking, pickup and redelivery charges of suppliers, costs of government permits and/or additional inspections caused by such change, Contractor's additional supervision and general conditions costs and additional interest or other financing charges attributable to the period of any Change Delay caused by such Change Order. The breakdown term "Change Delay " means the period that Substantial Completion of the Tenant Improvements is delayed on account of any Change Order, which shall be calculated without regard to the Contractor's acceleration of the work and/or other extraordinary measures to mitigate such delay, and such delay period shall include the Contractor’s allowance time reasonably required for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance processing of the Change Order Order, for any demolition, removal or reconfiguration of completed work, mobilization and de-mobilization of subcontractors and Contractor's forces, ordering, restocking, pickup and redelivery of materials from suppliers, the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance time required for completion of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been work actually changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performedOrder, the Work requested in a Change Ordertime required to obtain any additional government approvals or inspections of such changes and the period of time that LESSEE delays making any payment due under this section 5.4 of this Addendum.

Appears in 1 contract

Sources: Standard Industrial/Commercial Single Tenant Lease (Smtek International Inc)

Change Orders. A. In From time to time after the event Town has date of the Lease, Tenant may notify Landlord of changes that Tenant proposes be made to the Final Plans (a “Change Order”). Promptly upon Tenant’s delivery to Landlord of a Change Order, Landlord shall notify Tenant (“Change Order Notice”) of both: (i) any estimated net increase or decrease in the Work not covered by Cost due to the ContractChange Order, these changes will not invalidate or relieve Contractor from and (ii) any guarantee it has given estimated delay (an “Estimated Delay”) in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with Scheduled Commencement Date if the Change Order requestis implemented. The breakdown Tenant shall include the Contractor’s allowance for overhead and profit not to exceed 10% notify Landlord of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal its final approval or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance disapproval of the Change Order within two (2) business days after Landlord delivers to Tenant the applicable Change Order Notice (“Change Order Response Period”). If Tenant fails to timely notify Landlord of its approval or disapproval of any proposed Change Order, Tenant shall be deemed to have automatically disapproved that particular Change Order and Landlord shall not proceed to implement any of the changes specified therein. If Tenant timely notifies Landlord of its approval of the Change Order, then, within three (3) business days after the expiration of the applicable Change Order Response Period, Tenant shall identify pay Landlord the corresponding lump sum adjustment to amount of any increase in the contract price. C. Work Cost (as set forth in the applicable Change Order Notice) in accordance with Paragraph 4 of this Work Letter; and upon receipt of such payment, Landlord shall implement the changes specified in the Change Order. In such event, however, any delay in the event concealed conditions are discovered in Scheduled Commencement Date resulting from the performance of the Work below grade, or work described in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by relevant Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contractdeemed a Delay Event (defined below). 3. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Industrial Building Lease

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals subsequent to Landlord’s approval of the Tenant Plans and Tenant’s approval of the Tenant Plan Excess Costs, if any (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within such time as is reasonably necessary (taking into consideration the information contained in such Change Proposal) after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work not covered by if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). Tenant shall have the Contractright to then approve or withdraw such Change Proposal within five (5) days after receipt of Landlord’s Change Order Response. If Tenant fails to respond to Landlord’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under deemed withdrawn. If Tenant approves such Change Proposal, then such Change Proposal shall be deemed a “Change Order” hereunder and if the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by is made and such Change Order increases the Town. Contractor shall provide a complete breakdown costs of all labor and material costs the Tenant Improvement Work in excess of the Approved Tenant Plans Cost, then the Change Order Costs associated with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless deemed additions to the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order Tenant Plan Excess Costs and shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted paid in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profitsame manner as Tenant Plan Excess Costs are paid as set forth in Section 3.6. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease Agreement (Phase Forward Inc)

Change Orders. A. In (a) Upon the event Town has occurrence of an Adjustment Event or receipt of a written request for a Change, Corvis shall provide Customer with a proposed change order (each, a "Proposed Change Order") which shall include: (i) a written description of the changes to the Services that Corvis anticipates in connection with such Adjustment Event or Change; (ii) the Work not covered by impact of such change on the Contractoverall schedule for completing the Services; (iii) the impact to the fee for the Services; (iv) when appropriate, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties a description of any bonds additional personnel and all extra Work other resources required of Customer to permit Corvis to perform the Services if such change is made; and (v) any modification of any provisions herein. Customer shall be performed under the conditions of this Contract. Except pay Corvis its customary rates then in an emergency endangering life effect for any time spent preparing or property, changes in Work shall not proceed without a revising any Proposed Change Order. (b) A Proposed Change Order approved by shall become a "Change Order" when the Town. Contractor shall provide a complete breakdown of all labor and material costs with parties have agreed upon the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% content of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Proposed Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance each of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition them has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide executed a copy of the approved Proposed Change Order. Change Orders may be executed in counterparts, and may be amended only through an additional Change Order. Each Change Order shall be deemed an amendment to this Agreement or Change Order, as applicable. Proposed Change Orders shall have no effect whatsoever, except that if a representative of Customer authorizes any out-of-scope work prior to approval of a Proposed Change Order and Customer rejects the SuretyProposed Change Order pertaining to such work, Customer shall compensate Corvis for its fees and expenses for such work. In Corvis shall not be liable for any delays resulting from Customer's rejection of, or delay in approving, a Proposed Change Order relating to an Adjustment Event or Change. Corvis may from time to time identify events, conditions or circumstances that it considers to be an Adjustment Event or Change and may require that the event parties enter into a Change Order cannot be agreed upon by before proceeding with the PartiesServices. ATTACHMENT 11.1 CORVIS EQUIPMENT TRAINING CLASSES --------------------------------- ------------------------------------------------------------------------------------------------------------------- Code Class Target Audience Duration Pre-requisites ------------------------------------------------------------------------------------------------------------------- Corvis Transport Introduction and Basic --------------------------------------- T-1 Operation (HW and SW): ---------------------- . Overview All operations personnel 5 days . Operation . Safety . Turn-up, nothing in this Contract shall preclude the Town from performingProvisioning and Maintenance . Interpretation of alarm conditions ------------------------------------------------------------------------------------------------------------------- Corvis Switching Introduction and Basic --------------------------------------- T-2 Operation (HW and SW): ---------------------- . Overview All operations personnel 5 days Course T-1 . Operation . Safety . Turn-up, or having performed, the Work requested in a Change Order.Provisioning and Maintenance . Interpretation of alarm conditions

Appears in 1 contract

Sources: Procurement Agreement (Corvis Corp)

Change Orders. A. In the event Town has Tenant may request changes in the final Tenant’s Plans from time to time during construction of the Landlord’s Work not covered by the Contractsubmitting a written request describing any proposed change to Landlord (a “Tenant Change Proposal”). Any Tenant Change Proposal must be approved by Landlord, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work which approval shall not proceed without a Change Order approved by be unreasonably withheld or delayed. Any increase or decrease in the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Tenant Improvement Work provided directly by the Contractor. For purposes of this Contractwhich results from a Tenant Change Proposal, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price if implemented, shall be valid unless added to or subtracted from the procedure outlined in this section is followedFinal Project Cost Proposal, as the case may be. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the PartiesHowever, the cost of any Change Orders necessitated by compliance with applicable legal requirements or conditions on the change Property shall be computed by application Landlord’s sole cost and expense. Landlord shall give notice back to Tenant responding to the Tenant Change Proposal within three (3) calendar days after Landlord’s receipt thereof, specifying the estimated effect, if any, in the cost of the unit prices Tenant Improvement Work and the estimated date of Substantial Completion, whichever is or are applicable, which would result from the subject Tenant Change Proposal, as determined by Landlord reasonably and in good faith based on quantities. If this method is used no additional allowances shall be made for overhead cost and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided time estimation methods customarily utilized in the proposal construction industry (the “Landlord’s Proposed Pricing/Timing Adjustment”). Tenant shall give notice back to Landlord approving or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made disapproving Landlord’s Proposed Pricing/Timing Adjustment within thirty three (303) days after Tenant’s receipt thereof. If Tenant approves Landlord’s Proposed Pricing/Timing Adjustment, the condition has been identifiedsubject Tenant Change Proposal shall become a change order and be incorporated into the final Tenant’s Plans executed in the construction of the Tenant Improvement Work (a “Change Order”). The cost Tenant shall be determined responsible for any actual increase in cost of construction caused by one of the methods outlined in this Contract. D. Change Orders (up to the amount set forth in Landlord’s Proposed Pricing/Timing Adjustment which shall be submitted approved by Tenant) provided such amount results, after all other adjustments, to an increase in the Contractor for Final Project Cost. If Tenant disapproves or does not timely respond to the TownLandlord’s review Proposed Pricing/Timing Adjustment, then the Parties shall work together to arrive at an acceptable Proposed Pricing/Time Adjustment to the Tenant Change Proposal and approvalin furtherance thereof adjust cost estimates, contributions and completion dates in connection with the Landlord’s Work . Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation Landlord shall not be grounds for a time extension or basis of a claim. The Town shall respond authorized to make any other material changes in the Contractorfinal Tenant’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the ContractorPlans without Tenant’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing consent in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderwriting.

Appears in 1 contract

Sources: Lease Agreement (Vapotherm Inc)

Change Orders. A. In If either party identifies a need to modify a Statement of Work, the event Town has changes identifying party will notify the other party in writing as soon as reasonably possible. Service Provider will use reasonable efforts to provide to Tectonic within [***] after receiving or providing the notice described above a written change order containing a description of the required modifications and their effect on the scope, fees (which, if to be performed beyond the initial term of the Statement of Work, will be subject to the rates for Professional Fees (as defined in Section 4.1) applicable to such time period) and timelines specified in the Statement of Work not covered by the Contract(each, these changes a “Change Order”). No Change Order will not invalidate or relieve Contractor from any guarantee be effective unless and until it has given in this Contractbeen signed by an authorized representative of each party. These changes will If Tectonic does not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without approve a Change Order approved by and has not terminated the TownStatement of Work, but still desires that the Statement of Work be modified, then the parties will use reasonable good faith efforts to agree on a Change Order that is mutually acceptable. Contractor shall provide a complete breakdown Service Provider will continue to work under the existing Statement of all labor Work during any such negotiations, to the extent such efforts are practicable and material costs would facilitate the completion of the work envisioned in the Statement of Work, but will not commence work in accordance with the Change Order requestuntil it is authorized in writing by Tectonic. The breakdown shall include Notwithstanding the Contractor’s allowance for overhead foregoing and profit not in order to exceed 10% expedite Services, Service Provider may email a summary of a proposed Change Order to Tectonic and written approval of such emailed Change Order summary by an authorized representative of Tectonic will be deemed approval by Tectonic of the net cost proposed change if, within [***] of the change with Work provided directly by the Contractor. For purposes receiving Tectonic’s written approval of this Contractsuch emailed Change Order, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Service Provider provides Tectonic a written Change Order and detailing the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered changes summarized in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from summary and the Contractorparties agree to and sign such Change Order. The Contractor shall notify its bonding company For any Change Order that affects the Contract has been changed by the amount scope of the Change Order regulatory obligations that have been transferred or delegated to Service Provider as set forth in Section 2.8 below, Service Provider and provide Tectonic will execute a copy of the approved Change Order corresponding amendment to the Surety. In form or document evidencing the event a Change Order cannot be agreed upon obligations transferred or delegated to the Service Provider and Tectonic or its designee will file such amendment where appropriate and as required by the Parties, nothing in this Contract shall preclude the Town from performing, applicable law or having performed, the Work requested in a Change Orderregulation.

Appears in 1 contract

Sources: Master Clinical Contract Services Agreement (AVROBIO, Inc.)

Change Orders. A. In Sublessee and Sublessor shall have the event Town has right, in accordance herewith, to submit change proposals subsequent to the preparation and approval of the Project Plans. Any such change proposals requested by Sublessee or Sublessor after the delivery and approval by Sublessee of the Project Plans shall be requested and instituted in accordance with the provisions of this Exhibit D and shall be subject to the written approval of the other party, such approval not to be unreasonably withheld, conditioned or delayed. If Sublessee wishes to request changes to the Project Plans (“Changes”), Sublessee shall request such Changes by notifying Sublessor in writing (a “Change Proposal”), which Change Proposal shall detail the nature and extent of any such Change. Sublessor shall, before proceeding with any Change, use diligent efforts to respond to Sublessee as soon as is reasonably possible and advise Sublessee of any anticipated increase in costs (including architectural and engineering fees) (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any Sublessee Delay which would likely result in the completion of Sublessor’s Work not covered by if a Change Proposal is made pursuant thereto (“Sublessor’s Change Order Response”). Sublessee shall have the Contractright to then approve or withdraw such Change Proposal within five (5) days after receipt of Sublessor’s Change Order Response. If Sublessee fails to respond to Sublessor’s Change Order Response within such five (5) day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work Change Proposal shall be performed under the conditions of this Contractdeemed withdrawn. Except in an emergency endangering life or propertyIf Sublessee approves such Change Proposal, changes in Work then such Change Proposal shall not proceed without be deemed a “Change Order approved by the Town. Contractor Order” and Sublessor shall provide a complete breakdown of all labor and material costs with cause the Change Order requestto be instituted. The breakdown Sublessee shall include reimburse Sublessor for Change Order Costs actually incurred by Sublessor as a result of a Change Order, but only to the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined extent such Change Order Costs result in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1Sublessee’s Improvements to exceed the Construction Allowance. If unit prices are quoted Sublessor wishes to request Changes, Sublessor shall provide Sublessee with a Change Proposal, which Change Proposal shall detail the nature and extent of any such Change, together with all plans, drawings, specifications and other documentation necessary to show or describe the proposed Change. Sublessor shall advise Sublessee of any anticipated cost savings or cost increases associated with such Change Proposal, as well as an estimate of any delay (or time savings, if applicable) which would likely result in the proposal completion of Sublessor’s Work if the Change Proposal is instituted. Sublessee shall have the right to disapprove a Change Proposal if (i) the Change could reasonably be expected to result in a delay in Substantial Completion or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost an extension of the change shall Delivery Date, (ii) the Change could reasonably be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided expected to result in the proposal a decrease in quality or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior Building or an increase in the cost to operate or maintain the issuance Building, or (iii) the Change involves a substitution of materials, equipment or finishes that are of a lesser quality, value or utility than those previously specified in the Project Plans. Sublessee shall, within five (5) days (or such additional reasonable period of time as is necessary for Sublessee to properly evaluate the Change given its nature and complexity) after the delivery of such Change Proposal, notify Sublessor whether it approves or rejects the Change. If Sublessee approves the Change Proposal, then such Change Proposal shall be deemed a “Change Order” and Sublessor shall cause the Change Order to be instituted. If Sublessee disapproves the Change, then Sublessee’s notice to Sublessor shall be accompanied by Sublessee’s reasons for such disapproval along with recommendations, changes or modifications (if any) that would make the Change acceptable to Sublessee. After receipt of Su▇▇▇▇▇▇▇’s rejection notice, Sublessor shall either withdraw the Change Proposal or modify the same in accordance with Sublessee’s recommendations and resubmit the same for Sublessee’s approval. If Sublessee approves such resubmitted Change Proposal, such Change Proposal shall be deemed a “Change Order” and Sublessor shall cause the Change Order shall identify the corresponding lump sum adjustment to the contract pricebe instituted. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Lease (Salient Surgical Technologies, Inc.)

Change Orders. A. In Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the event Town has necessary information and/or plans and specifications for changes in Landlord’s Construction Work from that specified in the Construction Plans (“Changes”), Landlord may, at its election, incorporate such Changes into Landlord’s Construction Work, at Tenant’s sole cost and expense if the Changes increase Landlord’s Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this ContractCosts. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work Landlord’s consent to Changes shall not proceed without be unreasonably withheld; provided, however, prior to commencing any Changes in Landlord’s Construction Work requested by Tenant, Landlord shall submit to Tenant a Change Order approved by written statement of the Town. Contractor shall provide a complete breakdown cost of all labor such Changes and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not a proposed Tenant Extra Order (the “TEO”) for such Changes in the standard form then in use by Landlord. If Tenant shall fail to exceed 10enter into such TEO within one week after Tenant’s receipt thereof, Landlord may proceed to do only Landlord’s Construction Work as specified in the Construction Plans. Tenant agrees to pay to Landlord, concurrently with its execution of the TEO, the entire net increase in “Cost of the Changes” as shown in the statement delivered by Landlord. As used herein “Cost of Changes” shall include, without limitation, the actual construction cost plus design costs and permit fees, together with an administrative fee to Landlord equal to 5% of the net cost other Cost of the change with Work provided directly by the ContractorChanges. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation Landlord shall not be grounds for required to consent to any Changes which would result in a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt postponement of the proposal. If acceptedCommencement Date, unless Tenant agrees that the Town shall prepare Commencement Date will occur on the Change Order date it would have otherwise occurred, but for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderChanges.

Appears in 1 contract

Sources: Office Lease (Parnell Pharmaceuticals Holdings LTD)

Change Orders. A. In If Subtenant requests any change or addition to Sublandlord’s Work after Subtenant’s approval of the event Town has changes in the Work Final Construction Drawings (including but not covered by the Contractlimited a request for an item of Reimbursed Work) (each, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a “Change Order approved by the Town. Contractor Request”), then Sublandlord shall provide a complete breakdown promptly following Sublandlord’s receipt of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit Request, approve (not to exceed 10be unreasonably withheld, conditioned or delayed) or disapprove such request (“Sublandlord’s Response Notice”); provided, however, Sublandlord shall not be obligated to approve such Change Order Request if it affects the Building’s structure and systems. If Sublandlord approves such change order referenced in the Change Order Request (the “Sublandlord Approved Change Order”), Sublandlord shall within Sublandlord’s Response Notice include Sublandlord’s estimate of any anticipated Subtenant Delay, if any, attributable to such Sublandlord Approved Change Order, and the anticipated additional expenses attributable to such Sublandlord Approved Change Order, including 5% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change Sublandlord Approved Change Order for Sublandlord’s overhead and supervision. Subtenant shall be computed by application have three (3) days following its receipt of the unit prices based on quantitiesSublandlord’s Response Notice to agree to proceed with the Sublandlord Approved Change Order. If this method is used no additional allowances shall be made for overhead and profit. 2. If Subtenant (a) does not desire to proceed with the additional work is not covered by unit prices, unit prices were not provided in the proposal Sublandlord Approved Change Order or bid, or the Parties mutually agree(b) fails to provide a written response to Sublandlord’s Response Notice within such three (3) day period, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation Sublandlord shall not be grounds for a time extension or basis of a claimrequired to perform the same. The Town shall respond If Subtenant agrees to proceed with the Contractor’s proposal within fourteen calendar (14) days of receipt Sublandlord Approved Change Order, then all additional expenses attributable to such Sublandlord Approved Change Order, including 5% of the proposal. If accepted, cost of the Town shall prepare the Sublandlord Approved Change Order for the ContractorSublandlord’s signature. The Town overhead and supervision, shall execute the approved Change Order be payable by Subtenant to Sublandlord within seven ten (710) days Subtenant’s receipt of receipt from an invoice and reasonable supporting back-up information concerning the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Ordersame.

Appears in 1 contract

Sources: Sublease Agreement (Zynex Inc)

Change Orders. A. In Tenant shall have the event Town has changes right, in accordance herewith, to submit for Landlord’s approval change proposals subsequent to Landlord’s approval of the Plans and Tenant’s approval of the Tenant Plan Excess Costs, if any (each, a “Change Proposal”). Any Change Proposal requesting a change to the Plans shall include design development level plans and specifications, identifying the requested change. Landlord agrees to respond to any such Change Proposal within ten (10) business days after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). Notwithstanding the foregoing, Landlord will use reasonable efforts to respond to any non-material Change Proposal within five (5) business days after submission thereof by Tenant. With respect to Change Proposals for which a response cannot covered by reasonably be developed within ten (10) business days, Landlord shall within the Contractten (10) business day response period advise Tenant of the steps necessary in order for Landlord to evaluate the Change Order Proposal and the date upon which Landlord’s Change Order Response will be delivered. Tenant shall have the right within five (5) business days after receiving Landlord’s Change Order Response (or Landlord’s notice that a Change Proposal could not be evaluated within the ten (10) business day response period set forth above) to then approve or withdraw such Change Proposal. If Tenant fails to respond to Landlord’s Change Order Response within such five (5) business day period, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work such Change Proposal shall be performed under deemed withdrawn. If Tenant approves such Change Proposal, then such Change Proposal shall be deemed a “Change Order” hereunder and if the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by is made, then the Town. Contractor shall provide a complete breakdown of all labor and material costs Change Order Costs associated with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless deemed additions to the procedure outlined Total Project Costs stated in this section is followed. Any Work performed pursuant to an approved change order the Total Costs Notice and shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted paid in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantitiesmanner set forth in Section 1.5. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation Landlord shall not be grounds for a time extension or basis of a claim. The Town shall respond authorized to make any material changes to the ContractorPlans without Tenant’s proposal within fourteen calendar (14) days approval unless such changes are required to comply with Legal Requirements or interpretations of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the ContractorLegal Requirements by municipal authorities having jurisdiction over Landlord’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderWork.

Appears in 1 contract

Sources: Lease Agreement (Rapid7, Inc.)

Change Orders. A. In the event Town has (a) If Tenant requests any changes in the Work not covered by Construction Plans, Landlord shall, within five (5) business days thereafter, deliver to the ContractTenant Representative a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, these changes will not invalidate if any, that would be attributable to such change. Tenant shall then have three (3) business days thereafter to approve or relieve Contractor from any guarantee it has given reject such cost or schedule change. If Tenant agrees with such additional cost (or cost savings) and/or revision to the Critical Path, then Tenant shall notify Landlord in this Contract. These changes will not relieve the Surety or Sureties of any bonds writing, and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Landlord and Contractor shall provide enter into a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the SuretyConstruction Contract and Tenant shall approve such Change Order. Landlord shall cause such agreed Change Order to be incorporated in the Construction Plans and/or the Critical Path, as applicable. In the event a Tenant fails to approve or disapprove the Change Order canwith the three (3) business day period, each day until Tenant approves or disapproves the Change Order thereafter shall be considered a Tenant Delay. If Tenant rejects such additional cost (or cost savings) and/or revision to the Critical Path, then the actual number of days elapsed from Tenant’s initial request may be considered Tenant Delay (but without duplication of any days that are considered to be Tenant Delay pursuant to the preceding sentence). (b) If Landlord desires any changes in the Construction Plans, Landlord shall deliver to the Tenant Representative a written request for such change and a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that would be attributable to such change. Tenant shall then have three (3) business days thereafter to approve or reject such cost or schedule change. If Tenant agrees with such additional cost (or cost savings) and/or revision to the Critical Path, then Tenant shall notify Landlord in writing, and Landlord and Contractor shall enter into a change order to the Construction Contract and Tenant shall approve such change order; provided, however, that Tenant shall not be responsible for any additional cost resulting from, and Minimum Rent shall not increase or decrease as a result of, such Change Order requested by Landlord. Landlord shall cause such agreed upon by change to be incorporated in the PartiesConstruction Plans or the Critical Path, nothing as applicable. In the event Tenant fails to approve or reject the change order with the three (3) business day period, each day until Tenant approves or rejects the change order thereafter may be considered a Tenant Delay. If Tenant rejects such additional cost (or cost savings) and/or revision to the Critical Path, then Landlord shall proceed with no change to the Construction Plans or the Critical Path. (c) If any change in this Contract shall preclude the Town from performingConstruction Plans or the Critical Path is required as a result of (i) Governmental Delay, (ii) a Post Approval Governmental Requirement, (iii) a Force Majeure Event, (iv) an Unforeseen Condition, or having performed(v) a Tenant Delay, Landlord shall notify the Work requested Tenant Representative in writing of the change and provide a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that is attributable to such change. Landlord shall cause such change to be incorporated in the Construction Plans and/or the Critical Path, as applicable. (d) In the event Tenant desires to modify the Tenant Finish Plans, Tenant shall unilaterally be entitled to execute Change OrderOrders with respect thereto; provided, however, that Landlord’s approval shall be required with respect to any Change Order to the Tenant Finish Plans that affect the completion of the Land Sitework or the Shell Building or the Critical Path as it relates to the Land Sitework or the Shell Building, which approval shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Sources: Lease Agreement (Emdeon Inc.)

Change Orders. A. In If, prior to the event Town has Delivery Date, Tenant desires changes to the Final Construction Plans, Tenant shall make written request to Landlord to make such changes. Within five (5) Business Days of Landlord’s receipt of Tenant’s request for changes to the Final Construction Plans, Greek and the Landlord will review the changes requested and Landlord shall notify Tenant in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties writing (“Change Order”) of any bonds and all extra Work shall be performed under the conditions of this Contract. Except increase or decrease in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change Project, and any extension of the date estimated as the Delivery Date stated on the Development Schedule (the “Estimated Delivery Date”) which results from Tenant’s request for changes (Tenant acknowledges that the latter shall constitute a component of Tenant Delays). Tenant shall notify Landlord within three (3) Business Days following its receipt of the Change Order of its approval or rejection of the Change Order. If Tenant rejects the Change Order, the Change Orders shall be computed by application deemed withdrawn unless the rejection notice includes requested changes. If changes are requested the process shall continue as though it were a new request for Change Orders. Notwithstanding the foregoing, Change Orders shall not be permitted if the proposed change (i) adversely affects the structural components or systems of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit pricesBuilding; (ii) violates any legal requirements, unit prices were not provided in the proposal zoning or bidrestrictive covenants, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon (iii) would adversely affect the value of the Building in Landlord’s reasonable determination. Any and all costs, fees and expenses incurred by Landlord to change prior the Final Construction Plans and to incorporate the changes to the issuance of the Change Order and Project contemplated under the Change Order shall identify the corresponding lump sum adjustment be at Tenant’s sole cost and expense, except Tenant shall not be liable for any construction overruns that are not directly tied to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identifieda Tenant change request. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted the sum of: (x) the actual cost incurred by the Contractor Landlord for the Town’s review Change Order; (y) actual increase in costs of liability insurance, builders risk insurance and approvalbonds (if any) resulting from such Change Order, and (z) Landlord and Greek general conditions and overhead of ten percent (10%) of the total of (x) and (y). Contractor Tenant shall provide all pay for the cumulative cost of any Change Order, which payment shall be made when work on the applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderprogresses.

Appears in 1 contract

Sources: Lease Agreement (PharMEDium Healthcare Holdings, Inc.)

Change Orders. A. In If Tenant requests any change, addition or deletion to the event Town has changes in the Work not covered by the ContractFinal Plans (collectively referred to as a “Change Order”), these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work then a request for such Change Order shall be performed under submitted to Landlord for Landlord’s approval. Landlord shall not unreasonably withhold its consent to any requested Change Order in accordance with the conditions standards set forth in Section 2.2 of this Contract. Except in an emergency endangering life Work Letter, and grant or property, changes in Work shall not proceed without deny its consent thereto within (x) five (5) Business Days after Landlord’s receipt of a Change Order which satisfies all of the Reasonable Alteration Conditions, or (y) ten (10) Business Days after Landlord’s receipt of a Change Order which does not satisfy all of the Reasonable Alteration Conditions and if such change is material or extensive, such additional time as may be reasonably required to respond based on the magnitude of such change. Any Design Problem shall be handled in accordance with the correction procedures established therefor in Section 2.2 of this Work Letter. If a Change Order is approved by the Town. Contractor shall provide a complete breakdown Landlord, Landlord shall, together with its notice of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% approval, notify Tenant of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contractits reasonable, good faith estimate (collectively, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine Landlord’s Change Estimate”) of: (i) the cost (or savings) which will be chargeable to Tenant as a result of changes: 1. If unit prices are quoted in such Change Order, which cost (or savings) shall the proposal actual additional out-of-pocket incremental cost (or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance savings) of the Change Order and (without additional ▇▇▇▇-up paid directly to Landlord), taking into account any costs savings as the result of such Change Order and payable by Tenant to Landlord in connection with such Change Order (“Change Cost”) and (ii) the delay, if any, in Substantial Completion of Landlord’s Premises Work (which shall identify include, without limitation, any additional time taken to renew such Change Order and revised plans and/or to obtain required permits or file documents with the corresponding lump sum adjustment NYC DOB, which Landlord shall diligently pursue) by reason of such Change Order (and shall be deemed a Tenant Delay for such delay period subject to the contract price. C. In the event concealed conditions are discovered Landlord’s ). Such Change Cost shall include, without limitation, all actual out of pocket costs reasonably incurred by Landlord as a result of any such delay in the performance completion of the Landlord’s Premises Work below gradedirectly resulting from such Change Order, if any, and so specified in Landlord’s Change Estimate. Tenant shall within two (2) Business Days after Landlord’s delivery to Tenant of Landlord’s Change Estimate, notify Landlord in writing whether it desires to proceed with such Change Order. Tenant shall not make any changes to (or in that affect beyond a de minimis extent) Landlord’s Base Building Work. If such Change Orders increase the event concealed or unknown conditions in an existing structure vary from cost of constructing the conditions indicated in Landlord’s Premises Work shown on the Contract DocumentsFinal Plans, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The such cost shall be determined added to the cost of Landlord’s Premises Work and paid by one the parties in accordance with this Exhibit C, subject in all events to the Landlord’s Contribution. Landlord may, in the exercise of its sole and absolute discretion, disapprove any proposed Change Orders which do not satisfy all of the methods outlined in this Contract. D. Change Orders shall be submitted by Reasonable Alteration Conditions. All reasonable and actual delays to the Contractor for the TownSubstantial Completion Landlord’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of Premises Work resulting from a Change Order due to Contractor’s failure to submit proper documentation submission review (whether or not Landlord proceeds with such change) shall not be grounds for deemed a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change OrderTenant Delay.

Appears in 1 contract

Sources: Lease Agreement (2U, Inc.)

Change Orders. A. In If Tenant shall request or authorize changes or additions to the event Town has changes in Tenant Work being performed by Landlord after approval of the Work not covered Plans by the ContractLandlord and acceptance of cost estimates, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work Tenant shall be performed under responsible for revising the conditions of this ContractPlans to reflect such changes or additions, and such changes or additions to the Tenant Work and the revisions to the Plans shall be subject to Landlord's written approval. Except in an emergency endangering life or property, changes in Work Landlord shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown be required to perform any such changes or additions until Landlord receives written authorization from Tenant and payment of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10100% of the net cost Landlord's informal estimate of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the new Tenant Work. Notwithstanding the foregoing, if any change order is estimated to add an additional One hundred Thousand Dollars ($100,000.00) to the cost of the Tenant Work, then Tenant shall only be required to pay fifty percent (50%) of Landlord's informal estimate of such additional cost prior to Landlord commencing such work and another fifty percent (50%) of such estimate at the time that Landlord notifies Tenant that the Tenant Work is fifty percent (50%) complete, it being understood that once the Tenant Work is fifty percent (50%) complete Tenant shall be computed by application required to pay one hundred percent of such estimate prior to Landlord commencing such work. It is being expressly understood that due to time requirements Landlord may not deliver to Tenant a final price for any such Tenant Work until after it has been performed, and that Tenant shall be required to make final payment of the unit prices based on quantitiesdifference between Landlord's estimate and actual price as Additional Rent within five (5) days upon being invoiced therefor, subject to reasonable verification that charges are actual charges of contractor but not subject to dispute as to the reasonableness of such charges. If this method is used no additional allowances Any delays caused by any such changes or additions to the Tenant Work, any such revisions to the Plans or any delay in Tenant providing Landlord with authorization to perform the new Tenant Work or paying any amount required to be paid hereunder shall be made for overhead and profitdeemed a Tenant Delay. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Office Lease Agreement (Opnet Technologies Inc)

Change Orders. A. In No material changes or modifications to the event Town has changes in the Work not covered by the Contract, these changes will not invalidate Approved Working Drawings or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances Approved Design-Build Drawings shall be made unless by written Change Order signed by Landlord and Tenant. Landlord will not unreasonably withhold, delay, or condition its approval of any request by Tenant, or by Tenant’s Contractor with Tenant’s written approval, to amend or change the Approved Working Drawings or Approved Design-Build Drawings (any of the foregoing, a “Change Order”). Notwithstanding to the contrary in this Tenant Improvement Agreement, Tenant may make changes to the Approved Working Drawings or Approved Design-Build Drawings and Landlord shall not have any right to approve such Tenant changes to extent such work (i) is required by the City of San ▇▇▇▇ or other applicable governmental body having jurisdiction over the Tenant Improvements, and (a) is consistent with the design intent of the Approved Working Drawings, or Approved Design-Build Drawings and (b) will not cost more than Seventy-Five Thousand Dollars ($75,000) per occurrence; or (ii) consists of minor field changes that (c) are consistent with the intent or required for overhead the proper execution of the Approved Working Drawings or Approved Design-Build Drawings, and profit. 2(d) that will not materially adversely affect the design, use, or operation of the Premises or Tenant Improvements. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior any changes to the issuance Approved Working Drawings or Approved Design-Build Drawings are not approved or disapproved by Landlord in writing within three (3) business days after such Landlord’s receipt of written request by Tenant, such item shall be deemed approved. If Landlord fails to notify Tenant that it disapproves of the Change Order and within three (3) business days after the submission thereof, then Landlord shall be deemed to have approved the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance question. Additionally, if Landlord disapproves of the Work below gradeitem proposed by Tenant, or then Landlord shall deliver to Tenant its written explanation for such disapproval and proposal for modifications and the parties shall negotiate in good faith to reach agreement on the event concealed or unknown conditions item proposed. With respect to disputed items, if Landlord and Tenant fail to reach agreement on such items within two (2) business days of Tenant’s receipt of a notice of disapproval from Landlord, so long as Tenant has acted professionally, reasonably and in an existing structure vary from the conditions indicated in the Contract Documentsgood faith, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost any such continued disapproval shall be determined by one deemed to be a Force Majeure Delay. With respect to change orders that Landlord has no right to approve, Tenant shall nevertheless provide prompt written notice to Landlord of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review type, scope and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt cost of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderchange.

Appears in 1 contract

Sources: Lease Agreement (Harmonic Inc)

Change Orders. A. In the event Town has changes in the Work not covered by the Contract, these changes will not invalidate or relieve Contractor from any guarantee it has given in this Contract. These changes will not relieve the Surety or Sureties If Tenant requests Landlord’s approval of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by to modify any portion of Landlord’s work from that shown on the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit pricesApproved Plans (“Change Order”), or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance Landlord’s approval of the Change Order and will not be unreasonably withheld provided the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered requested change does not result in a material change in the performance quality or character of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identifiedProject. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town Landlord shall respond to any such Tenant proposed Change Order with reasonable promptness taking into consideration the Contractor’s proposal within fourteen calendar (14) days of receipt complexity of the proposal. If acceptedLandlord approves a requested Change Order, the Town Landlord shall prepare and submit to Tenant a written certification of the Change Order for (the Contractor“Verification”), which shall state the amount, if any, of the increase or decrease in the cost (which shall be the actual costs or savings to Landlord) of Landlord’s signaturework as set forth in the Approved Plans. The Town Verification will also state Landlord’s reasonable estimate of any delays in completion of Landlord’s work expected to result from the Change Order. Within five business days after Tenant’s receipt of the Verification, Tenant shall execute approve or reject the approved same in writing. If the requested Change Order within seven (7) days results in an increase in Landlord’s cost or a delay in the completion of receipt from Landlord’s work, Tenant shall acknowledge in writing its consent to the Contractorincrease and/or delay and to the Change Order before Landlord shall be obligated to do the work contemplated by the Change Order. The Contractor shall notify its bonding company that If the Contract has been changed increase and/or delay is so approved by Tenant, 90% the amount of the increase will be paid by Tenant to Landlord within 10 days after completion of the work covered by the Change Order, with the balance to be paid upon final completion of the Base Building; savings, if any, resulting from any particular Change Order and provide a copy of shall be netted against the approved total increases resulting from Change Orders. If any Change Order requires an additional period of time for completion of Landlord’s Work, all completion deadlines relating to the Surety. In the event a Change Order cannot Landlord’s construction obligations will be agreed upon extended by the Partiesthat same period of time, nothing in this Contract shall preclude the Town from performingprovided, or having performed, the Work requested in if Tenant approves a Change Order, Landlord will be bound by the time frames and amounts set out in the Verification. Approved Change Orders shall be deemed to be a part of the Approved Plans.

Appears in 1 contract

Sources: Lease Agreement (Kroll Inc)

Change Orders. A. In From time to time after the event Town has date of the Lease, Tenant may notify Landlord of changes that Tenant proposes be made to the Final Plans (a “Change Order”). Promptly upon Tenant’s delivery to Landlord of a Change Order, Landlord shall notify Tenant (“Change Order Notice”) of both: (i) any estimated net increase or decrease in the Work not covered by Cost due to the ContractChange Order, these changes will not invalidate or relieve Contractor from and (ii) any guarantee it has given estimated delay (an “Estimated Delay”) in this Contract. These changes will not relieve the Surety or Sureties of any bonds and all extra Work shall be performed under the conditions of this Contract. Except in an emergency endangering life or property, changes in Work shall not proceed without a Change Order approved by the Town. Contractor shall provide a complete breakdown of all labor and material costs with Scheduled Commencement Date if the Change Order requestis implemented. The breakdown Tenant shall include the Contractor’s allowance for overhead and profit not to exceed 10% notify Landlord of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal its final approval or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance disapproval of the Change Order within two (2) business days after Landlord delivers to Tenant the applicable Change Order Notice (“Change Order Response Period”). If Tenant fails to timely notify Landlord of its approval or disapproval of any proposed Change Order, Tenant shall be deemed to have automatically disapproved that particular Change Order and Landlord shall not proceed to implement any of the changes specified therein. If Tenant timely notifies Landlord of its approval of the Change Order, then, within three (3) business days after the expiration of the applicable Change Order Response Period, Tenant shall identify pay Landlord the corresponding lump sum adjustment to amount of any increase in the contract price. C. Work Cost (as set forth in the applicable Change Order Notice) in accordance with Paragraph 4 of this Work Letter; and upon receipt of such payment, Landlord shall implement the changes specified in the Change Order. In such event, however, any delay in the event concealed conditions are discovered in Scheduled Commencement Date resulting from the performance of the Work below grade, or work described in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by relevant Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contractdeemed a Delay Event (defined below). D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the Contractor’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Order.

Appears in 1 contract

Sources: Industrial Building Lease (Clearfield, Inc.)

Change Orders. A. In the event Town has Tenant may request changes in the Tenant Improvements Work not covered from that provided for in the Tenant Improvements Plans by giving Landlord written notice of the Contractproposed change(s) with such details, these changes will not invalidate plans and specifications as may be required by Landlord. In response to such request by Tenant, Landlord shall, within seven (7) Business Days after receipt of such request, provide Tenant with a proposed change order setting forth (i) the change in the Tenant improvements Costs due to such change(s), (ii) the expected delay, if any, in achieving Substantial Completion in connection therewith and (iii) any reasonable conditions imposed by Landlord in connection therewith. Tenant shall, within five (5) Business Days after receipt of a proposed change order, either reject or relieve Contractor from any guarantee it has given in this Contractaccept it. These changes will not relieve If Tenant rejects a proposed change order (or fails to respond within the Surety or Sureties of any bonds and all extra Work shall be performed under specified period), the conditions of this Contract. Except in an emergency endangering life or property, changes in Tenant Improvements Work shall not proceed without be changed. If Tenant approves a Change Order approved by proposed change order, then (x) Tenant shall execute the Town. Contractor proposed change order and deliver a signed original thereof to Landlord within the specified five (5) Business Day period, together with payment of an amount equal to the Base Rent for the time period specified in clause (ii) above, and (y) the Target Completion Date and the Existing Lease Holdover Date shall provide a complete breakdown of all labor be extended for the time period specified in clause (ii) above, and material costs with (z) Tenant shall pay to Landlord any increase in the estimated Tenant’s Contribution due to the Change Order request. The breakdown shall include the Contractor’s allowance for overhead and profit not to exceed 10% of the net cost of the change with Work provided directly by the Contractor. For purposes of this Contract, “net cost” shall mean the difference between all proper cost additions and deductions. No claim for adjustments of the contract price shall be valid unless the procedure outlined in this section is followed. Any Work performed pursuant to an approved change order shall be governed by the terms of this Contract. B. The Parties agree that there are two methods that may be utilized to determine the cost of changes: 1. If unit prices are quoted in the proposal or bid and the additional work is covered by those unit prices, or can be subsequently agreed to by the Parties, the cost of the change shall be computed by application of the unit prices based on quantities. If this method is used no additional allowances shall be made for overhead and profit. 2. If the additional work is not covered by unit prices, unit prices were not provided in the proposal or bid, or the Parties mutually agree, then Town and Contractor may negotiate and agree upon the value of the change prior to the issuance of the Change Order and the Change Order shall identify the corresponding lump sum adjustment to the contract price. C. In the event concealed conditions are discovered in the performance of the Work below grade, or in the event concealed or unknown conditions in an existing structure vary from the conditions indicated in the Contract Documents, the contract sum and time for completion may be adjusted by Change Order upon claim by either party made within thirty (30) days after the condition has been identified. The cost shall be determined by one of the methods outlined in this Contract. D. Change Orders shall be submitted by the Contractor for the Town’s review and approval. Contractor shall provide all applicable supporting data and information. Delay in approval of a Change Order due to Contractor’s failure to submit proper documentation shall not be grounds for a time extension or basis of a claim. The Town shall respond to the Contractor’s proposal within fourteen calendar (14) days of receipt of the proposal. If accepted, the Town shall prepare the Change Order for the ContractorLandlord’s signature. The Town shall execute the approved Change Order within seven (7) days of receipt from the Contractor. The Contractor shall notify its bonding company that the Contract has been changed by the amount of the Change Order and provide a copy of the approved Change Order to the Surety. In the event a Change Order cannot be agreed upon by the Parties, nothing in this Contract shall preclude the Town from performing, or having performed, the Work requested in a Change Orderstatement therefor.

Appears in 1 contract

Sources: Sublease Agreement (Genocea Biosciences, Inc.)