Common use of CHANGES; NOTICES Clause in Contracts

CHANGES; NOTICES. Contractor has the right, by written directive, to direct Subcontractor to make changes to the work required by this Agreement including, but not limited to, alterations, revisions, modifications, additions, deletions, and/or omissions in or to the work (including, but not limited to, the right to increase or decrease the quantity of any item or portion of the work or to delete or add any work). Subcontractor agrees to adhere to any such changes in or to the work, without nullifying this Agreement, on receipt of a properly executed written directive from Contractor. A DIRECTIVE SHALL BE DEEMED PROPERLY EXECUTED IF, AND ONLY IF, IT IS IN WRITING AND IT HAS BEEN EXECUTED BY CONTRACTOR’S PROJECT MANAGER, PROJECT ENGINEER OR PROJECT SUPERINTENDENT. Contractor shall not pay any extra charges made by Subcontractor that have not been agreed upon in writing by Contractor. If Subcontractor makes any changes in the work without a properly executed written directive from Contractor, Subcontractor thereby waives any right to be paid for that changed work, even if it acted upon oral direction from Contractor, or any form of direction, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be liable for all damages or liability of any nature whatsoever associated with or in any way arising out of any such change it makes without a properly executed written directive from Contractor. If necessary, the contract price and the time of Subcontractor’s performance will be adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the work, or what adjustment should be made to the contract price or time, Subcontractor shall nevertheless timely perform the disputed work upon receipt of a properly executed written directive from Contractor. Subcontractor shall strictly and timely comply with the notice, protest and claims provisions of the Prime Contract, including, without limitation, any provisions of the Prime Contract concerning notices of potential claim, notices of claim, notices of disputed work, notices of dispute, notices of differing site condition, notices of delay, requests for change orders, requests for additional compensation, requests for time extensions, the submission of claims, the documentation of claims, the statement of claims, the updating of claims and potential claims, and the certification of claims and potential claims; except that, instead of submitting notices, protests, claims and other related documents to Owner, Subcontractor shall deliver them to Contractor in a sufficient amount of time in advance of that required by the Prime Contract so as to enable Contractor, if it so chooses, to timely provide them to Owner pursuant to the provisions of the Prime Contract. Subcontractor shall strictly and timely comply with the notice, protest and claims provisions of the Prime Contract regardless of whether or not the notice, protest or claim involves or relates to any act or omission of Owner and regardless of whether or not the notice, protest or claim involves or relates to anything for which Owner may be liable or responsible to Contractor. Subcontractor waives any claim or right to any damages, increase in compensation or other amount if it fails to strictly and timely comply with all of the applicable notice, protest and claim provisions of the Contract Documents. In order for Subcontractor to be entitled to receive any increase in its compensation under this Agreement, or any damages or additional monies in connection with its work, for any reason whatsoever, Subcontractor must both: (a) deliver written notice to Contractor, before the affected work is performed, stating that Subcontractor is requesting additional compensation from Contractor and the reasons for that request, and (b) strictly and timely comply with all of the applicable notice, protest and claims provisions set forth in the Contract Documents including, without limitation, those set forth above in the immediately preceding paragraph, those set forth below in the immediately succeeding paragraph, and those set forth above in Section 3 of the Subcontract General Conditions. Otherwise, Subcontractor waives any claim or right to any such compensation, damages or monies. Subcontractor will identify and document daily, in the manner required by the Contract Documents, any extra, changed or disputed work, as well as any work requested to be performed on a time and materials basis (hereinafter, such a document shall be referred to as a “Cost Record Document”). On a daily basis, Subcontractor will be responsible for obtaining the approving signature of Owner or Owner’s representative on each Cost Record Document for any work so performed. After it obtains an approving signature from Owner or Owner’s representative, Subcontractor will submit each Cost Record Document to Contractor’s project manager, project engineer, or project superintendent on a daily basis. Contractor’s signature on any Cost Record Document or any similar document may constitute acknowledgement that the work was done, but does not constitute any agreement or admission that Subcontractor is entitled to an adjustment in the contract price. Under no circumstances will Contractor's signature on any such document alter or supersede any of the terms or conditions of this Agreement, or constitute an admission or agreement that Subcontractor is entitled to any adjustment in the contract price or time. Any conflicting terms or conditions on any Cost Record Document or other form or document shall be of no force or effect. Subcontractor’s failure to timely submit Daily Cost Records for work constitutes an agreement by Subcontractor that there will be no increase to the contract price or contract time for or in connection with that work, and Subcontractor waives any right to any such increase by failing to timely submit the required Daily Cost Records. There will be no increase to Subcontractor’s contract price or time unless Subcontractor strictly and timely complies with all of the relevant notice, protest and claims procedures in the Contract Documents. Contractor reserves the right to perform changes in the work with its own forces and to award contracts to others to perform changes in the work. It is further specifically agreed by Subcontractor, that no claim, dispute or controversy (including, but not limited to, those relating to the scope of Subcontractor’s work, changes or alleged changes to Subcontractor’s work, or the amount of compensation due Subcontractor) shall give Subcontractor any right to stop or suspend the performance of its work or interfere with the progress and performance of work required to be performed under this Agreement, and that Subcontractor shall proceed with its work as directed by Contractor notwithstanding any claim, dispute or controversy, and that any failure or refusal to do so will constitute a material breach of this Agreement.

CHANGES; NOTICES. Contractor has the right, by written directive, to direct Subcontractor to make changes to the work required by this Agreement including, but not limited to, alterations, revisions, modifications, additions, deletions, and/or omissions in or to the work (including, but not limited to, the right to increase or decrease the quantity of any item or portion of the work or to delete or add any work). Subcontractor agrees to adhere to any such changes in or to the work, without nullifying this Agreement, on receipt of a properly executed written directive from Contractor. A DIRECTIVE SHALL BE DEEMED PROPERLY EXECUTED IF, AND ONLY IF, IT IS IN WRITING AND IT HAS BEEN EXECUTED BY CONTRACTOR’S PROJECT MANAGER, PROJECT ENGINEER OR PROJECT SUPERINTENDENT. Contractor shall not pay any extra charges made by Subcontractor that have not been agreed upon in writing by Contractor. If Subcontractor makes any changes in the work without a properly executed written directive from Contractor, Subcontractor thereby waives any right to be paid for that changed work, even if it acted upon oral direction from Contractor, or any form of direction, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be liable for all damages or liability of any nature whatsoever associated with or in any way arising out of any such change it makes without a properly executed written directive from Contractor. If necessary, the contract price and the time of Subcontractor’s performance will be adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the work, or what adjustment should be made to the contract price or time, Subcontractor shall nevertheless timely perform the disputed work upon receipt of a properly executed written directive from Contractor. Subcontractor shall strictly and timely comply with the notice, protest and claims provisions of the Prime Contract, including, without limitation, any provisions of the Prime Contract concerning notices of potential claim, notices of claim, notices of disputed work, notices of dispute, notices of differing site condition, notices of delay, requests for change orders, requests for additional compensation, requests for time extensions, the submission of claims, the documentation of claims, the statement of claims, the updating of claims and potential claims, and the certification of claims and potential claims; except that, instead of submitting notices, protests, claims and other related documents to Owner, Subcontractor shall deliver them to Contractor in a sufficient amount of time in advance of that required by the Prime Contract so as to enable Contractor, if it so chooses, to timely provide them to Owner pursuant to the provisions of the Prime Contract. Subcontractor shall strictly and timely comply with the notice, protest and claims provisions of the Prime Contract regardless of whether or not the notice, protest or claim involves or relates to any act or omission of Owner and regardless of whether or not the notice, protest or claim involves or relates to anything for which Owner may be liable or responsible to Contractor. Subcontractor waives any claim or right to any damages, increase in compensation or other amount if it fails to strictly and timely comply with all of the applicable notice, protest and claim provisions of the Contract Documents. In order for Subcontractor to be entitled to receive any increase in its compensation under this Agreement, or any damages or additional monies in connection with its work, for any reason whatsoever, Subcontractor must both: (a) deliver written notice to Contractor, before the affected work is performed, stating that Subcontractor is requesting additional compensation from Contractor and the reasons for that request, and (b) strictly and timely comply with all of the applicable notice, protest and claims provisions set forth in the Contract Documents including, without limitation, those set forth above in the immediately preceding paragraph, those set forth below in the immediately succeeding paragraph, and those set forth above in Section 3 of the Subcontract General Conditions. Otherwise, Subcontractor waives any claim or right to any such compensation, damages or monies. Subcontractor will identify and document daily, in the manner required by the Contract Documents, any extra, changed or disputed work, as well as any work requested to be performed on a time and materials basis (hereinafter, such a document shall be referred to as a “Cost Record Document”). On a daily basis, Subcontractor will be responsible for obtaining the approving signature of Owner or Owner’s representative on each Cost Record Document for any work so performed. After it obtains an approving signature from Owner or Owner’s representative, Subcontractor will submit each Cost Record Document to Contractor’s project manager, project engineer, manager or project superintendent engineer on a daily basis. Contractor’s The signature on any Cost Record Document or any similar document of Contractor’s Project Manager or Project Engineer may constitute acknowledgement that the work was done, but does not constitute any agreement or admission that Subcontractor is entitled to an adjustment in the contract price. The signature of any other employee or agent of Contractor, including Contractor’s Superintendent, shall be of no force nor effect, whatsoever. Under no circumstances will Contractor's signature on any such document alter or supersede any of the terms or conditions of this Agreement, or constitute an admission or agreement that Subcontractor is entitled to any adjustment in the contract price or time. Any conflicting terms or conditions on any Cost Record Document or other form or document shall be of no force or effect. Subcontractor’s failure to timely submit Daily Cost Records for work constitutes an agreement by Subcontractor that there will be no increase to the contract price or contract time for or in connection with that work, and Subcontractor waives any right to any such increase by failing to timely submit the required Daily Cost Records. There will be no increase to Subcontractor’s contract price or time unless Subcontractor strictly and timely complies with all of the relevant notice, protest and claims procedures in the Contract Documents. Contractor reserves the right to perform changes in the work with its own forces and to award contracts to others to perform changes in the work. It is further specifically agreed by Subcontractor, that no claim, dispute or controversy (including, but not limited to, those relating to the scope of Subcontractor’s work, changes or alleged changes to Subcontractor’s work, or the amount of compensation due Subcontractor) shall give Subcontractor any right to stop or suspend the performance of its work or interfere with the progress and performance of work required to be performed under this Agreement, and that Subcontractor shall proceed with its work as directed by Contractor notwithstanding any claim, dispute or controversy, and that any failure or refusal to do so will constitute a material breach of this Agreement.

CHANGES; NOTICES. Contractor has the right, by written directive, to direct Subcontractor to make changes to the work required by this Agreement including, but not limited to, alterations, revisions, modifications, additions, deletions, and/or omissions in or to the work (including, but not limited to, the right to increase or decrease the quantity of any item or portion of the work or to delete or add any work). Subcontractor agrees to adhere to any such changes in or to the work, without nullifying this Agreement, on receipt of a properly executed written directive from Contractor. A DIRECTIVE SHALL BE DEEMED PROPERLY EXECUTED IF, AND ONLY IF, IT IS IN WRITING AND IT HAS BEEN EXECUTED BY CONTRACTOR’S PROJECT MANAGER, PROJECT ENGINEER OR PROJECT SUPERINTENDENT. Contractor shall not pay any extra charges made by Subcontractor that have not been agreed upon in writing by Contractor. If Subcontractor makes any changes in the work without a properly executed written directive from Contractor, Subcontractor thereby waives any right to be paid for that changed work, even if it acted upon oral verbal direction from Contractor, or any form of direction, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be liable for all damages or liability of any nature whatsoever associated with or in any way arising out of any such change it makes without a properly executed written directive from Contractor. If necessary, the contract price and the time of Subcontractor’s performance will be adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the work, or what adjustment should be made to the contract price or time, Subcontractor shall nevertheless timely perform the disputed work upon receipt of a properly executed written directive from Contractor. Subcontractor shall strictly and timely comply with the notice, protest and claims provisions of the Prime Contract, including, without limitation, any provisions of the Prime Contract concerning notices of potential claim, notices of claim, notices of disputed work, notices of dispute, notices of differing site condition, notices of delay, requests for change orders, requests for additional compensation, requests for time extensions, the submission of claims, the documentation of claims, the statement of claims, the updating of claims and potential claims, and the certification of claims and potential claims; except that, instead of submitting notices, protests, claims and other related documents to Owner, Subcontractor shall deliver them to Contractor in a sufficient amount of time in advance of that required by the Prime Contract so as to enable Contractor, if it so chooses, to timely provide them to Owner pursuant to the provisions of the Prime Contract. Subcontractor shall strictly and timely comply with the notice, protest and claims provisions of the Prime Contract regardless of whether or not the notice, protest or claim involves or relates to any act or omission of Owner and regardless of whether or not the notice, protest or claim involves or relates to anything for which Owner may be liable or responsible to Contractor. Subcontractor waives any claim or right to any damages, increase in compensation or other amount if it fails to strictly and timely comply with all of the applicable notice, protest and claim provisions of the Contract Documents. In order for Subcontractor to be entitled to receive any increase in its compensation under this Agreement, or any damages or additional monies in connection with its work, for any reason whatsoever, Subcontractor must both: (a) deliver written notice to Contractor, before the affected work is performed, stating that Subcontractor is requesting additional compensation from Contractor and the reasons for that request, and (b) strictly and timely comply with all of the applicable notice, protest and claims provisions set forth in the Contract Documents including, without limitation, those set forth above in the immediately preceding paragraph, those set forth below in the immediately succeeding paragraph, and those set forth above in Section 3 of the Subcontract General Conditions. Otherwise, Subcontractor waives any claim or right to any such compensation, damages or monies. Subcontractor will identify and document daily, in the manner required by the Contract Documents, any extra, changed or disputed work, as well as any work requested to be performed on a time and materials basis (hereinafter, such a document shall be referred to as a “Cost Record Document”). On a daily basis, Subcontractor will be responsible for obtaining the approving signature of Owner or Owner’s representative on each Cost Record Document for any work so performed. After it obtains an approving signature from Owner or Owner’s representative, Subcontractor will submit each Cost Record Document to Contractor’s project manager, project engineer, or project superintendent on a daily basis. Contractor’s signature on any Cost Record Document or any similar document may constitute acknowledgement that the work was done, but does not constitute any agreement or admission that Subcontractor is entitled to an adjustment in the contract price. Under no circumstances will Contractor's signature on any such document alter or supersede any of the terms or conditions of this Agreement, or constitute an admission or agreement that Subcontractor is entitled to any adjustment in the contract price or time. Any conflicting terms or conditions on any Cost Record Document or other form or document shall be of no force or effect. Subcontractor’s failure to timely submit Daily Cost Records for work constitutes an agreement by Subcontractor that there will be no increase to the contract price or contract time for or in connection with that work, and Subcontractor waives any right to any such increase by failing to timely submit the required Daily Cost Records. There will be no increase to Subcontractor’s contract price or time unless Subcontractor strictly and timely complies with all of the relevant notice, protest and claims procedures in the Contract Documents. Contractor reserves the right to perform changes in the work with its own forces and to award contracts to others to perform changes in the work. It is further specifically agreed by Subcontractor, that no claim, dispute or controversy (including, but not limited to, those relating to the scope of Subcontractor’s work, changes or alleged changes to Subcontractor’s work, or the amount of compensation due Subcontractor) shall give Subcontractor any right to stop or suspend the performance of its work or interfere with the progress and performance of work required to be performed under this Agreement, and that Subcontractor shall proceed with its work as directed by Contractor notwithstanding any claim, dispute or controversy, and that any failure or refusal to do so will constitute a material breach of this Agreement.