Owner Directives Sample Clauses
The Owner Directives clause establishes the owner's authority to issue instructions or directions to the contractor regarding the scope, sequence, or method of work. In practice, this clause allows the owner to provide clarifications, request changes, or address unforeseen issues during the project, often requiring the contractor to comply with such directives within specified limits or procedures. Its core function is to ensure the owner retains control over project execution and can respond to evolving needs, thereby maintaining project alignment with the owner's objectives.
POPULAR SAMPLE Copied 2 times
Owner Directives. If Contractor and Owner are unable to agree on the matters described in the Change In Work Form submitted by Contractor pursuant to Section 17.2 with respect only to any Minor Change In Work (other than any Change In Work Form described in Section 8.7, with respect to which the Parties acknowledge that Owner shall not be entitled to issue an Owner Directive), then Contractor shall perform the Work as modified by the contemplated Minor Change In Work if Owner so directs in writing and such change is not illegal and does not affect the safe performance of the Work (an “Owner Directive”); provided that Owner shall not issue any Owner Directive that, when take together with all prior Owner Directives, would cause the aggregate amount by which the Contract Price has increased as a result of Owner Directives to exceed [***]. In such an event:
(a) in the event that Contractor has provided a reasoned explanation against such Change In Work as described in Section 17.2, and Owner issues an Owner Directive nonetheless, in addition to other relief specified in this Section 17.5, Contractor shall be entitled to require reasonable adjustment of its warranties, guaranties and indemnification undertakings hereunder that were specifically identified in its reasoned explanation;
(b) the Contract Price shall be increased by the sum of (i) the difference of (A) the direct costs (without profit, overhead or contingency) incurred by Contractor because of such Minor Change In Work, less (B) any savings or costs not incurred because of such Minor Change In Work, plus (ii) an allowance for profit and overhead calculated as the product of (x) the amount set forth in clause (i) above multiplied by (y) the Change Order Profit Margin, in each case under clauses (a)(i) and (a)(ii) as calculated pursuant to the procedures of Exhibit “B”; provided that in the event of a dispute as to the increase in the Contract Price, the disputed amount shall be held in an interest-bearing account (subject to the security interest of the Financing Parties) to be released to Contractor if the dispute is resolved in Contractor’s favor (it being understood that interest on such amounts shall accrue for the benefit of Owner); and
(c) the Key Date Items on the Key Date Schedule and the Substantial Completion Guaranteed Date shall be equitably adjusted. Unless Contractor and Owner (each in its sole discretion) otherwise agree, neither the Contract Price nor the Substantial Completion Guaranteed Date shall b...
Owner Directives. If Contractor and Owner are unable to agree on whether a Change In Work has occurred or on the matters described in a Change In Work Form, whether such Change In Work Form was initiated by Contractor or by Owner, Contractor shall perform the Work as Owner so directs in writing (an “Owner Directive”) on a time-and-materials basis in accordance with the rates set forth on the rates set forth on Exhibit Y, and the Parties shall mutually agree on an equitable adjustment of the applicable Substantial Completion Guaranteed Dates on account of such Change In Work. Owner shall assign a Pending Item Claim number to the Work in question and shall issue Contractor a notice to proceed. Contractor shall proceed to perform the work in question on a time and material basis in accordance with the compensation schedule set forth in Exhibit Y. Using the Pending Item Claim number to identify the Work in question, Contractor shall be entitled to submit a Contractor’s Invoice to Owner for payment for the time and material costs, and subject to the provisions of Article 6, Owner shall pay such invoiced amount until Contractor and Owner resolve their dispute regarding such Owner Directive.
Owner Directives