Common use of Changes and Change Orders Clause in Contracts

Changes and Change Orders. (a) From time to time circumstances may arise which justify a Change. (b) No Change shall be effective unless authorized by Company by issuance of a Change Order pursuant to the provisions of this Article 13. (c) Company shall, when reviewing each Contractor-Proposed Change and determining the nature and extent of any Change Order issued in accordance with this Article 13, consider in detail the following information: (i) the factors necessitating or the basis for the proposed Change; (ii) The nature, scope and extent of the Change, including any additions to or deletions from the Work; (iii) The effect, if any, of the Change on the Project Schedule, any Critical Milestone, the Guaranteed Substantial Completion Date or the completion of any Final Punch List items, as applicable; (iv) The effect, if any, of the Change on the amount of the Contract Price; and (v) Such other information as may reasonably be necessary for the implementation of the Change Order, including the effect on any other provisions of this Contract. (d) All requests for a Change Order shall be made in a form substantially similar to the form attached hereto as Exhibit O which shall address, to the extent required, all of the matters applicable to such request under this Article 13 (each, a “Change Order Request”). Company shall, in the case of a Company-Proposed Change or, if it elects to do so, in the case of a Contractor-Proposed Change, and in all events in the case of a Required Change, thereafter issue a Change Order substantially similar to the form attached hereto as Exhibit P, which shall be signed by both Parties. (e) If Company desires to request a Company-Proposed Change, it shall communicate in writing to Contractor via a Change Order Request its requested Change. Contractor shall promptly review the Company’s Change Order Request and shall notify Company in writing within ten (10) days after receipt of the options for implementing the proposed Change (including, if possible, any option that does not involve an increase in the Contract Price or extension of the Project Schedule), and the effect, if any, each such option would have on the Contract Price or the Project Schedule. After consideration of such information from Contractor, Company may, but shall not be obligated to, issue a Change Order in accordance with the option the Company selects. For the avoidance of doubt, Contractor shall be required to implement any and all Company-Proposed Changes if Company elects to proceed with such any such Change (subject to Section 13.2). (f) If Contractor (i) desires to request a Contractor-Proposed Change or (ii) believes a Required Change is warranted, it shall in either case communicate in writing to Company via a Change Order Request the Contractor-Proposed Change or Required Change. Any request by Contractor for a Change Order under this Section 13.1(f) shall be delivered to Company in writing as soon as reasonably practicable and in any event within ten (10) days after Contractor becomes aware of the circumstances which it believes necessitates or warrants a Change. In no case shall Contractor be entitled to recover Costs via a Change Order in connection with conditions that give rise to such Change Order arising prior to the date on which Contractor submits the Change Order Request, except as otherwise included in an agreed-upon Change Order. (g) Contractor shall be entitled to the issuance of Change Orders pursuant to this Article 13 in connection with any circumstances which constitute a Required Change; provided that Contractor shall have in all cases use or have used commercially reasonable efforts to mitigate potential delays to the Project Schedule and potential increases to the Contract Price (the cost of such mitigation efforts to be addressed in any applicable Change Order). (h) No circumstances will constitute grounds for a Change Order unless and to the extent that the Costs of such Change Order are in excess of Three Thousand Dollars ($3,000). The foregoing limitation shall not apply to the extent that the activities that are the subject of separate Change Orders, one or more of which is below Three Thousand Dollars ($3,000), would, consistent with Prudent Industry Practices, the nature of the activities and the events giving rise to such Change Orders, have been the subject of a single Change Order. (i) Unless agreed otherwise by the Parties, the amount of a Change Order shall be equal to (i) the Costs of Contractor (labor, materials, and out-of-pocket expenses, etc.) to perform the work associated with the Change, plus (ii) a fee to be agreed upon by the Parties, plus (iii) solely in the case of a Company-Proposed Change, the Costs incurred by Contractor in preparing an estimate or proposal in connection with the work associated with such Change, which Costs shall be reimbursed by Company to Contractor without regard to whether the Company-Proposed Change results in a Change Order. Any such amounts that are paid on a cost reimbursable basis will be subject to audit by Company upon reasonable prior notice except for the fee portion thereof.

Changes and Change Orders. 7.1. Purchaser shall have the right, at any time by written notice to Seller and without notice to Seller's sureties, to make changes in or additions to the Work and the Schedule (aa "Change"). ▇▇▇▇▇▇ agrees to comply with such notices, which notices shall become a part of this Agreement. If the exercise of such rights by Purchaser causes an increase or decrease in the Price or the time required for performance, Seller shall submit an appropriate written notice to Pur- chaser within 5 Business Days or such other mutually agreed reasonable time (depending on the nature of the requested change) From time from the receipt of any Purchaser notice described in the previous sentence. Seller's written notice shall provide full details of extras and credits and provide sufficient de- tails and cost breakdowns and anticipated Schedule im- pacts to time circumstances may arise which justify a Changeenable Purchaser to evaluate Seller's position. Seller's failure to so notify Purchaser within the foregoing period shall constitute Seller's waiver of Seller's right to an adjustment in the Price and Schedule. (b) No Change 7.2. Promptly after the Purchaser's receipt of Seller's no- ▇▇▇▇ pursuant to Clause 7.1 above, the Parties shall negoti- ate the terms pursuant to which the Scope, Schedule, and Price will be modified to accommodate the requested Change. The agreed changes to Scope, Schedule, and Price shall be effective unless authorized verified and incorporated into this Agreement only by Company a written formal change to this Agreement signed by issuance both Parties, whether denominated as a "change order", "scope of work change", "amendment", or otherwise (col- lectively, a "Change Order"). Purchaser may elect whether any change in the Price shall be calculated on a lump sum, unit price, or time and materials basis. 7.3. Any changes in Laws after the Effective Date of this Agreement that materially and adversely impact the Scope, the Schedule, or any of Seller’s rights or obligations under this Agreement, shall be addressed in a Change Or- der. 7.4. Seller shall not substitute any portion of the Work without Purchaser's prior written consent. Purchaser may reject any proposed substitution. 7.5. Seller shall, also, suspend any Work during the fina- lization of a Change Order pursuant Order, but only if requested by Pur- chaser. However, for Changes with a value not exceeding US$50,000, as per Seller's estimate, Seller shall be obliged to the provisions of this Article 13. (c) Company shall, when reviewing each Contractor-Proposed Change and determining the nature and extent of any Change Order issued in accordance proceed with this Article 13, consider in detail the following information: (i) the factors necessitating or the basis for the proposed Change; (ii) The nature, scope and extent of the Change, including any additions to or deletions from the Work; (iii) The effect, if any, of the Change even if there is no agreement on the Project Schedule, any Critical Milestone, the Guaranteed Substantial Completion Date or the completion of any Final Punch List items, as applicable; (iv) The effect, if any, of the Change on the amount of the Contract Price; and (v) Such other information as may reasonably be necessary for the implementation value of the Change Order. 7.6. After the Parties' entry into a Change Order, Seller shall proceed with execution of the changed Work. 7.7. At all times, Seller shall proceed with the Work in ac- cordance with this Agreement and as directed by Pur- chaser, including the effect on implementation of Changes to the Work, and notwithstanding any other provisions of this ContractDispute between any Pur- chaser Group member and Seller. (d) All requests for a Change Order 7.8. No Purchaser Group member shall be made in a form substantially similar responsible for Seller's costs to expedite or accelerate the form attached hereto as Exhibit O which shall address, to the extent required, all Work (includ- ing expenses of the matters applicable to overtime and special routing) unless such request under this Article 13 (each, a “Change Order Request”). Company shall, in the case of a Company-Proposed Change or, if it elects to do so, in the case of a Contractor-Proposed Change, and in all events in the case of a Required Change, thereafter issue a Change Order substantially similar to the form attached hereto as Exhibit P, which shall be signed costs are specifically authorized by both Parties. (e) If Company desires to request a Company-Proposed Change, it shall communicate Purchaser in writing in advance. Overtime payments and other expenses, when so authorized, will be limited to Contractor via a Change Order Request its requested Change. Contractor shall promptly review the Company’s Change Order Request and shall notify Company in writing within ten (10) days after receipt of the options for implementing the proposed Change (including, if possible, any option that does not involve an increase in the Contract Price or extension of the Project Schedule)overtime wage premiums ac- tually paid, and the effect, if any, each such option would have on the Contract Price or the Project Schedule. After consideration actual costs of such information from Contractor, Company may, but shall not be obligated to, issue a Change Order in accordance with the option the Company selects. For the avoidance of doubt, Contractor shall be required to implement any and all Company-Proposed Changes if Company elects to proceed with such any such Change (subject to Section 13.2). (f) If Contractor (i) desires to request a Contractor-Proposed Change or (ii) believes a Required Change is warranted, it shall in either case communicate in writing to Company via a Change Order Request the Contractor-Proposed Change or Required Change. Any request by Contractor for a Change Order under this Section 13.1(f) shall be delivered to Company in writing as soon as reasonably practicable and in any event within ten (10) days after Contractor becomes aware of the circumstances which it believes necessitates or warrants a Change. In no case shall Contractor be entitled to recover Costs via a Change Order in connection with conditions that give rise to such Change Order arising prior to the date on which Contractor submits the Change Order Request, except as otherwise included in an agreed-upon Change Order. (g) Contractor shall be entitled to the issuance of Change Orders pursuant to this Article 13 in connection with any circumstances which constitute a Required Change; provided that Contractor shall have in all cases use or have used commercially reasonable efforts to mitigate potential delays to the Project Schedule and potential increases to the Contract Price (the cost of such mitigation efforts to be addressed in any applicable Change Order). (h) No circumstances will constitute grounds for a Change Order unless and to the extent that the Costs of such Change Order are in excess of Three Thousand Dollars ($3,000). The foregoing limitation shall not apply to the extent that the activities that are the subject of separate Change Orders, one or more of which is below Three Thousand Dollars ($3,000), would, consistent with Prudent Industry Practices, the nature of the activities and the events giving rise to such Change Orders, have been the subject of a single Change Order. (i) Unless agreed otherwise by the Parties, the amount of a Change Order shall be equal to (i) the Costs of Contractor (labor, materials, and out-of-pocket expenses, etc.) to perform the work associated with the Change, plus (ii) a fee to be agreed upon by the Parties, plus (iii) solely in the case of a Company-Proposed Change, the Costs incurred by Contractor in preparing an estimate without profit or proposal in connection with the work associated with such Change, which Costs shall be reimbursed by Company to Contractor without regard to whether the Company-Proposed Change results in a Change Order. Any such amounts that are paid on a cost reimbursable basis will be subject to audit by Company upon reasonable prior notice except for the fee portion thereof.overhead