Common use of Price Adjustment for Failure to Furnish Certain Documents Clause in Contracts

Price Adjustment for Failure to Furnish Certain Documents. 19.8.1 If any adjustment to the Contract Price as a result of any Change Order was increased by any significant amount because of the items set forth in the following clauses (a) Contractor furnished documents containing supporting information that were not current, accurate and complete as certified in the certification given pursuant to Section 19.3.3; or (b) As to the following documents, Contractor has not furnished such documents to Owner as part of the documents containing supporting information required to be submitted under Section 19.3.3: (i) all documents Contractor considered in preparing its request for adjustment of the Contract Price; (ii) all documents generated by Contractor’s Project team in preparing its request for adjustment of the Contract Price; or (iii) all documents Contractor received from any Person or Entity who is, or is seeking to be considered as, a Subcontractor on the Project in relation to the work which is the subject of the relevant Change Order. 19.8.2 If Owner’s Contracting Officer determines under Section 19.8.1 that a price or cost reduction should be made, Contractor agrees not to raise the following matters as a defense: (a) Contractor was a sole source supplier or otherwise was in a superior bargaining position and thus the adjustment of the Contract Price as a result of the Change Order would not have been modified even if all required documents used in preparing the request for such adjustment had been submitted. (b) Owner or Owner’s Contracting Officer should have known that the documents in issue failed to constitute all documents Contractor considered, generated, received or should have used in preparing its request for adjustment to the Contract Price, even though Contractor took no affirmative action to bring the absence of such documents to the attention of Owner’s Contracting Officer. (c) Contractor did not submit its certification, as required under Section 19.3.4. 19.8.3 An offset in an amount determined appropriate by Owner or Owner’s Contracting Officer based upon the facts shall be allowed against the amount of a reduction in the adjustment of the Contract Price if Contractor certifies to Owner that, to the best of the Contractor’s knowledge and belief, Contractor is entitled to the offset in the amount requested and proves that such an offset is due and proper. 19.8.4 If any reduction in the adjustment to the Contract Price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting the price reduction, Contractor shall be liable to and shall pay Owner at the time such overpayment is repaid, then the following shall apply: (a) Simple interest on the amount of such overpayment to be computed from the date(s) of overpayment to Contractor to the date Owner is repaid by Contractor at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and (b) A penalty equal to the amount of the overpayment, if Contractor or Subcontractor knowingly did not submit all documents required to be submitted in support of its request for adjustment to the Contract Price as a result of a Change Order; provided, however, that the failure to submit any such document resulted in the overpayment. 19.8.5 The provisions of this Section 19.8 shall not be construed to expand or limit the audit rights and obligations established in Section 12.5 above.

Price Adjustment for Failure to Furnish Certain Documents. 19.8.1 If any adjustment to the Contract Price as a result of any Change Order was increased by any significant amount because of the items set forth in the following clauses (a) Contractor furnished documents containing supporting information that were not current, accurate and complete as certified in the certification given pursuant to Section 19.3.3; or (b) As to the following documents, Contractor has not furnished such documents to Owner as part of the documents containing supporting information required to be submitted under Section 19.3.3: (i) all documents Contractor considered in preparing its request for adjustment of the Contract Price; (ii) all documents generated by Contractor’s Project team in preparing its request for adjustment of the Contract Price; or (iii) all documents Contractor received from any Person or Entity who is, or is seeking to be considered as, a Subcontractor on the Project in relation to the work which is the subject of the relevant Change Order. 19.8.2 If Owner’s Contracting Officer determines under Section 19.8.1 that a price or cost reduction should be made, Contractor agrees not to raise the following matters as a defense: (a) Contractor was a sole source supplier or otherwise was in a superior bargaining position and thus the adjustment of the Contract Price as a result of the Change Order would not have been modified even if all required documents used in preparing the request for such adjustment had been submitted. (b) Owner or Owner’s Contracting Officer should have known that the documents in issue failed to constitute all documents Contractor considered, generated, received or should have used in preparing its request for adjustment to the Contract Price, even though Contractor took no affirmative action to bring the absence of such documents to the attention of Owner’s Contracting Officer. (c) Contractor did not submit its certification, as required under Section 19.3.4. 19.8.3 An offset in an amount determined appropriate by Owner or Owner’s Contracting Officer based upon the facts shall be allowed against the amount of a reduction in the adjustment of the Contract Price if Contractor certifies to Owner that, to the best of the Contractor’s knowledge and belief, Contractor is entitled to the offset in the amount requested and proves that such an offset is due and proper. 19.8.4 If any reduction in the adjustment to the Contract Price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting the price reduction, Contractor shall be liable to and shall pay Owner at the time such overpayment is repaid, then the following shall apply:modification (a) Simple interest on the amount of such overpayment to be computed from the date(s) of overpayment to Contractor to the date Owner is repaid by Contractor at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and (b) A penalty equal to the amount of the overpayment, if Contractor or Subcontractor knowingly did not submit all documents required to be submitted in support of its request for adjustment to the Contract Price as a result of a Change Order; provided, however, that the failure to submit any such document resulted in the overpayment. 19.8.5 The provisions of this Section 19.8 shall not be construed to expand or limit the audit rights and obligations established in Section 12.5 above.