Directive Letters. At any time TxDOT may issue a directive (a “Directive Letter”) to require Developer to comply with the CDA Documents or to undertake any change for which a Change Order may be issued. Developer shall proceed immediately as directed by the Directive Letter. To the extent that the Directive Letter constitutes a TxDOT Change, (a) the Parties shall also proceed to negotiate a Change Order pursuant to Section 13.1, absent which Developer shall have the right to assert a Claim in respect of the TxDOT Change, and (b) TxDOT shall make interim monthly payments to Developer for the reasonable documented costs of the Work.
Directive Letters. In certain cases where a Utility Owner is not cooperating with Developer or TxDOT, TxDOT may, in its discretion and where applicable Law authorizes TxDOT to take unilateral action, issue a Directive Letter directing Developer to proceed with a Utility Adjustment without an agreement or other consent by the Utility Owner. If TxDOT directs Developer to perform work pursuant to this Section 11.6.3, then Developer, without cost to TxDOT, shall proceed with such work as if Developer has entered into a Utility Agreement providing for Developer to perform such work and shall perform such work in accordance with the requirements of the CDA Documents otherwise applicable to Developer’s performance of Utility Adjustment Work. A Directive Letter shall not be issued until all requirements set forth in Section 11.6.2 have been satisfied and accepted by TxDOT.
Directive Letters. Owner may at any time issue a Directive Letter to Contractor in the event of any desired change in the Work or of any dispute between the Parties regarding whether the Work in question is within the original scope of the Work. The Directive Letter will state that it is issued under this Article 14.2, will describe the Work in question and will state the basis for determining compensation. Contractor shall proceed immediately with the Work as directed in the Directive Letter, pending the execution of a formal Change Order (or, if the letter states that the Work is within the original scope of the Work, Contractor shall proceed with the Work as directed but shall have the right pursuant to Article 14.4 to request that Owner issue a Change Order with respect thereto if Contractor believes the work described in the Directive Letter is not included in the Work). Owner’s issuance of a Directive Letter shall not be considered evidence that an Owner-Directed Change occurred. The determination whether an Owner-Directed Change in fact occurred shall be based on an analysis of the original Contract requirements and any effect of the Directive Letter on those requirements.
Directive Letters. If the parties: (a) agree that a change in the Work has occurred but have not been able to agree upon the amount of any adjustment to the Contract Price or the Scheduled Substantial Completion Date; (b) disagree over whether a change in the Work has occurred; or (c) disagree over whether Contractor is entitled to any adjustment to the Contract Price or the Scheduled Substantial Completion Date for any alleged change, then Owner’s Contracting Officer may, in its sole discretion, direct Contractor to proceed with the change or alleged change by issuing a Directive Letter to Contractor. In all such cases, Contractor shall comply with such Directive Letter. In the event of clause (a) above, Owner shall compensate Contractor for performing such work on a time and material basis as set forth in Section 19.4.3, until such time as the parties reach an agreement on a Change Order. If the parties cannot reach agreement on a Change Order for such change, or in the case of clause (b) or (c) above, the parties shall resolve such dispute in accordance with Article 28.
Directive Letters. 14.3.1 GDOT may at any time issue a Directive Letter to DB Team regarding any matter for which a Supplemental Agreement can be issued or in the event of any Dispute regarding the scope of the Work or whether DB Team has performed in accordance with the requirements of the DB Documents. The Directive Letter will state that it is issued under this Article 14.3, will describe the Work in question and will state the basis for determining compensation, if any. Subject to Article 14.1.6, DB Team shall proceed immediately as directed in the letter, pending the execution of a formal Supplemental Agreement (or, if the letter states that the Work is within DB Team’s original scope of Work or is necessary to comply with the requirements of the DB Documents, DB Team shall proceed with the Work as directed but shall have the right to assert a Claim that a GDOT Change has occurred).
14.3.2 The fact that a Directive Letter was issued by GDOT shall not be considered evidence that in fact a GDOT Change occurred. The determination whether a GDOT Change in fact occurred shall be based on an analysis of the original requirements of the DB Documents and a determination as to whether the Directive Letter in fact constituted a change in those requirements.
Directive Letters. VPRA may issue a letter to Design-Builder, at any time, if VPRA desires a change in the Work or if there is a dispute regarding the scope of the Work (“Directive Letter”). Each Directive Letter will
(1) state that it is issued under this Section 12.1.1.2, (2) describe the required Work, and (3) may state the basis for determining compensation, if any. Design-Builder shall immediately proceed with the Work as directed in the Directive Letter, and, if applicable, request a Change Order as promptly as possible. If the Directive Letter states that the Work is within the original scope of the Work, Design-Builder shall proceed with the Work as directed but may request that VPRA issue a Change Order for the work as specified in Section 12.3.
Directive Letters. If the parties: (a) agree that a change in the Work has occurred but have not been able to agree upon the amount of any adjustment to the Contract Price or the Contract Time(s); (b) disagree over whether a change in the Work has occurred; or
Directive Letters. 16.3.1 IFA may at any time issue a Directive Letter to Developer regarding any matter for which a Change Order can be issued or in the event of any Dispute regarding the scope of the Work or whether Developer has performed in accordance with the requirements of the PPA Documents. The Directive Letter will state that it is issued under this Section 16.3, will describe the Work in question and will state the basis for determining compensation, if any and schedule adjustment, if any. Subject to Section 16.1.5, Developer shall proceed immediately as directed in the letter, pending the execution of a formal Change Order (or, if the letter states that the Work is within Developer’s original scope of Work or is necessary to comply with the requirements of the PPA Documents, Developer shall proceed with the Work as directed but shall have the right to assert a Claim that an IFA Change has occurred).
16.3.2 The fact that a Directive Letter was issued by IFA shall not be considered evidence that in fact an IFA Change occurred. The determination whether an IFA Change in fact occurred shall be based on an analysis of the original requirements of the PPA Documents
Directive Letters. 9.6.1. If the Parties are unable to reach agreement on the terms of: (i) a proposed Owner change under the process set forth in Section 2 above; or (ii) a Contractor’s Notice of Proposed Change Order under the process set forth in Article 9.5 above, then Owner may, in its sole discretion, issue to Contractor a Directive Letter that directs Contractor to proceed in accordance with the terms of the Directive Letter. Contractor shall fully comply with all Directive Letters. In the event of (i) above, Owner shall compensate Contractor for performing such work on a time and materials basis as set forth in Section 9.12 below. In the case of (ii) above, Contractor’s sole recourse shall be to follow the processes set forth in the Resolution of Disputes (Article 11) of this Agreement.
Directive Letters. 14.3.1 KYTC may at any time issue a Directive Letter to DBT regarding any matter for which a Change Order can be issued or in the event of any disagreement regarding the scope of the Work or whether DBT has performed in accordance with the requirements of the Contract Documents. KYTC shall state in each Directive Letter whether the directive therein is Work that is within the scope of Work set forth in the Contract Documents, is an addition to the scope of the Work in the Contract Documents, or is a reduction to the scope of Work in the Contract Documents. No document, including any field directive, comment to a Submittal, correspondence discussing the Contract or the Work, or otherwise, shall be valid, effective or enforceable as a Directive Letter unless expressly identified as a “Directive Letter” and signed KYTC’s authorized representative or their designee.
14.3.2 The Directive Letter will state that it is issued under this Section 14.3, will describe the Work in question and, if the Directive Letter concerns a matter for which a Change Order can or will be issued, will provide for, as applicable, payment of Extra Work Costs, if any, or reductions in compensation, if any, and schedule adjustment, if any, directly attributable to such matters. Any such adjustment of the Contract Price shall not be applicable until execution of the corresponding Change Order.
14.3.3 DBT shall proceed immediately as directed in the Directive Letter, including by commencing any Work described therein within the time specified in the Directive Letter.
14.3.4 If the Directive Letter states that the Work therein is an addition to the scope of Work in the Contract Documents, but KYTC and DBT disagree as to the extent of the addition to the scope of Work, DBT shall have the right to assert that an KYTC-Directed Change has occurred. In such situation, DBT shall comply with and be subject to the procedures under Section 13.1 for Relief Event Claims and the remainder of Article 13, to the extent of the disagreement of the change in the scope of the Work.
14.3.5 If the Directive Letter states that the Work is within DBT’s original scope of Work set forth in the Contract Documents or is necessary to comply with the requirements of the Contract Documents, DBT shall proceed with the Work as directed, but shall have the right to assert that an KYTC-Directed Change has occurred. In such situation, DBT shall comply with and be subject to the procedures under Section 13.1 for Relief Even...
