Relevant Change in Law. (a) On the occurrence of a Relevant Change in Law, either Party shall be entitled to seek compensation for any increase or decrease (as the case may be) in the net cost to Project Co of performing the Work so as to put such Party in no better and no worse position than it would have been in had the Relevant Change in Law not occurred. Any such compensation shall be calculated in accordance with this Section 21.2. (b) On the occurrence of a Relevant Change in Law: (i) either Party may give notice to the other and to the Consultant of the need for a Change Order as a result of such Relevant Change in Law; (ii) the Parties and the Consultant shall meet within 10 Business Days of such notice to consult with respect to the effect of the Relevant Change in Law and to reach an agreement on whether a Change Order is required as a result of such Relevant Change in Law, and if within 10 Business Days of this meeting an agreement has not been reached, either Party may refer the question of whether a Relevant Change in Law has occurred or the effect of any Relevant Change in Law for resolution in accordance with Schedule 14 – Dispute Resolution Procedure; and (iii) within 10 Business Days of agreement or determination that a Change Order is required, the Consultant shall issue a Change Order and the relevant provisions of Schedule 11 – Change Procedure shall apply except that: (A) the Parties shall, without prejudice to their respective general obligations to comply with the terms of this Project Agreement: (I) use commercially reasonable efforts to mitigate the adverse effects of any Relevant Change in Law and take commercially reasonable steps to minimize any increase in costs arising from such Relevant Change in Law; and (II) use commercially reasonable efforts to take advantage of any positive or beneficial effects of any Relevant Change in Law and take commercially reasonable steps to maximize any reduction in costs arising from such Relevant Change in Law; and (B) any entitlement to compensation payable shall be in accordance with this Section 21.2, and any calculation of compensation shall take into consideration, inter alia: (I) any failure by a Party to comply with Section 21.2(b)(iii)(A); (II) any increase or decrease in its costs resulting from such Relevant Change in Law; and (III) any amount which Project Co recovers under any insurance policy (or would recover if it complied with its obligations to insure under this Project Agreement or the terms of any policy of insurance required under this Project Agreement) which amount, for greater certainty, shall not include the amount of any excess or deductibles or any amount above the maximum insured amount applicable to any such insurance policy.
Appears in 8 contracts
Samples: Project Agreement, Project Agreement, Project Agreement
Relevant Change in Law. (a) On the occurrence of a Relevant Change in Law, either Party shall be entitled to seek compensation for any increase or decrease (as the case may be) in the net cost to Project Co of performing the Work activities within the Project Scope so as to put such Party in no better and no worse position than it would have been in had the Relevant Change in Law not occurred. Any such compensation shall be calculated in accordance with this Section 21.238.3.
(b) On the occurrence of a Relevant Change in Law:
(i) either Party may give notice to the other and to the Consultant of the need for a Change Order Variation as a result of such Relevant Change in Law;; Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 148 CAN: 26350049.2 BD-#30398459-v2
(ii) the Parties and the Consultant shall meet within 10 Business Days of such notice to consult with respect to the effect of the Relevant Change in Law and to reach an agreement on whether a Change Order Variation is required as a result of such Relevant Change in Law, and and, if the Parties have not, within 10 Business Days of this meeting meeting, reached an agreement has not been reachedagreement, either Party may refer the question of whether a Relevant Change in Law has occurred or the effect of any Relevant Change in Law for resolution in accordance with Schedule 14 – 27 − Dispute Resolution Procedure; and
(iii) the City shall, within 10 Business Days of agreement or determination that a Change Order Variation is required, the Consultant shall issue a Change Order Variation Enquiry and the relevant provisions of Schedule 11 – Change 22 − Variation Procedure shall apply except that:
(A) Project Co may only object to any such Variation Enquiry on the grounds that the implementation of the Variation would not enable it to comply with the Relevant Change in Law;
(B) Project Co shall be responsible for obtaining all Development Approvals and Project Co Permits, Licences and Approvals required in respect of the Variation;
(C) the City shall not be entitled to withdraw any such Variation Enquiry unless the Parties otherwise agree;
(D) Project Co shall proceed to implement the Variation within such period as will enable it to comply with the Relevant Change in Law as soon as reasonably practicable;
(E) the Parties shall, without prejudice to their respective general obligations to comply with the terms of this Project Agreement:
(I) use commercially reasonable efforts to mitigate the adverse effects of any Relevant Change in Law and take commercially reasonable steps to minimize any increase in costs arising from such Relevant Change in Law; and
(II) use commercially reasonable efforts to take advantage of any positive or beneficial effects of any Relevant Change in Law and take commercially reasonable steps to maximize any reduction in costs arising from such Relevant Change in Law; and
(BF) any entitlement to compensation payable shall be in accordance with this Section 21.238.3, and any calculation of compensation shall take into consideration, inter alia:
(I) any failure by a Party to comply with Section 21.2(b)(iii)(A38.3(b)(iii)(E); Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 149 CAN: 26350049.2 BD-#30398459-v2
(II) the extent to which a Party has been, or shall be, compensated in respect of such Change in Law as a result of any indexation or adjustment of the Monthly Service Payments under this Project Agreement;
(IIIII) any increase or decrease in its costs resulting from such Relevant Change in Law; and
(IIIIV) any amount which Project Co recovers under any insurance policy (or would recover if it complied with its obligations to insure under this Project Agreement or the terms of any policy of insurance required under this Project Agreement) which amount, for greater certainty, shall not include the amount of any excess or deductibles or any amount above the maximum insured amount applicable to any such insurance policy.
(c) Within 10 Business Days of agreement or determination that a Variation is required in respect of the Highway Work, the Consultant shall issue a Variation Confirmation and the relevant provisions of Schedule 22 − Variation Procedure shall apply except that the same exceptions set out in Section 38.3(b)(iii) shall be applied.
(d) Project Co shall not be entitled to any payment or compensation or, except as provided in Section 40 or otherwise in this Project Agreement, relief in respect of any Relevant Change in Law, or the consequences thereof, other than in accordance with this
Appears in 1 contract
Samples: Project Agreement
