Common use of Change Order Pricing Clause in Contracts

Change Order Pricing. (i) Modifications or adjustments of TxDOT’s compensation under this Tolling Services Agreement as a consequence of a Change Order or Change Directive shall be based upon the increase or decrease in (A) where applicable, TxDOT’s marginal costs directly attributable to the change and a reasonable rate of return commensurate with the risks undertaken by TxDOT under the terms of this Tolling Services Agreement respecting the affected services and under the method of pricing such services, and (B) where marginal costs are not applicable because the change requires additional or supplemental services beyond those TxDOT is already providing generally for itself, its road system, its customers, Developer and other developers, or because the change reduces services originally priced other than on a marginal cost basis, then TxDOT’s reasonable costs directly attributable to the change and a reasonable rate of return commensurate with the foregoing risks. (ii) Modifications or adjustments (whether an increase or decrease) of TxDOT’s compensation shall be determined in the order of preference set forth below: (A) Adjustments to rates using the pricing structure and methodology set forth in Section 6; (B) If there is no agreement to rate adjustments or the Parties mutually agree that the adjustment is best done with unit prices, then an adjustment shall be negotiated using the unit prices agreed upon; (C) If there is no agreement to unit pricing or the Parties mutually agree that the adjustment is best done with lump sum pricing, then an adjustment shall be negotiated using a lump sum; or (D) If the Parties cannot reach agreement using the above methods and Developer has the right to, and does, issue a Change Directive to perform the changed services, TxDOT shall promptly proceed with the changed services, and the adjustment shall be determined on a time and materials basis applying marginal costs or cost savings, or the actual, reasonable direct costs or savings, as applicable, for the services attributed to the Change Directive, plus or minus an amount reflecting a reasonable rate of return commensurate with the risks described in Section 17(d)(i). In such case, (I) payments shall be due monthly within 30 days after TxDOT delivers to Developer written invoices and back-up documentation reasonably required by Developer, and (II) TxDOT shall keep and present, in such form as Developer may reasonably require, an itemized accounting together with appropriate supporting data, which shall be subject to audit by Developer in accordance with the provisions of Section 15.