Common use of Scope Change Orders Clause in Contracts

Scope Change Orders. A “Scope Change” means a material addition to, deletion from, suspension of or other modification to, the quality, function or intent of the DB Project as delineated in the Scope Document, or a material change to the requirements of this Agreement, but shall not include refinement, correction or detailing of the DB Work by Concessionaire and Contractor from time to time. Concessionaire may order Scope Changes to the DB Work, in which event, as more specifically set forth in this Article 12, one or more of the Contract Sum, the Payment and Values Schedule, the Maximum Cumulative Drawdown Schedule, the Project Schedule, the Guaranteed Substantial Completion Date, the Guaranteed Final Acceptance Date, the Long Stop Date, the Scope Document and any other applicable terms and conditions of the Contract Documents shall be adjusted accordingly, if necessary, as agreed by Concessionaire and Contractor or determined pursuant to dispute resolution under Article 19; provided, that Contractor shall use reasonable efforts to mitigate the impacts of any Scope Change. If either Concessionaire or Contractor believes a Scope Change is necessary, it shall proceed as set forth in this Article 12. If Concessionaire believes that a particular item of DB Work is within the then-existing scope of DB Work but Contractor believes that such DB Work constitutes a Scope Change, the Contactor shall diligently proceed with such DB Work as directed in writing by Concessionaire; provided, that if the disputed item of DB Work is subsequently determined to constitute a Scope Change (whether by mutual agreement of the Parties or by operation of the dispute resolution provisions in Section 12.14), then such DB Work shall be deemed to have been the subject of a Work Order under Section 12.9 and Concessionaire shall issue a Scope Change Order with respect thereto as provided in Section 12.10 hereof; otherwise, Contractor shall not be entitled to a Scope Change Order with respect to such item of DB Work. All Scope Changes may be subject to the Department’s consent, as described in Section 24.8 hereof. In the event the Department requires modifications to the Contract Documents as a condition of its approval of any Scope Change, the Parties shall cooperate to effect such modifications. As a condition to Concessionaire’s obligation under this Article 12 to make payments to Contractor in respect to a Scope Change Order or Work Order, Contractor shall increase the amount of the Letter of Credit by an amount equal to seven-and-one-half percent (7.5%) of the increase in the Contract Sum resulting from the Scope Change Order or Work Order to the extent the aggregate increase in the Contract Sum resulting from all Scope Changes exceeds Seventeen million, five hundred thousand U.S. Dollars ($17,500,000); in lieu of increasing the Letter of Credit by the full amount required, Contractor may notify Concessionaire to withhold as retainage from payments of the Contract Sum the amount not provided pursuant to a Letter of Credit, such retainage not to exceed seven-and-one-half percent (7.5%) of each installment payment of the Contract Sum. Amounts withheld as retainage may be applied by Concessionaire to the same purposes for which draws on the Letter of Credit may be applied, and shall be released to Contractor in whole or in part if the Letter of Credit is increased as required, or otherwise at the time the amount of the Letter of Credit may be reduced pursuant to Section 4.9 hereof, it being understood that the Parties intend that the Letter of Credit is to be the primary form of additional security during the Warranty Period, and that amounts withheld as retainage will continue to be withheld during the Warranty Period only to the extent the amount of the Letter of Credit does not satisfy the requirements of Section 4.9.

Scope Change Orders. A “Scope Change” means a material addition to, deletion from, suspension of or other modification to, the quality, function or intent of the DB TTMS Project as delineated in the Scope Documentof Work, or a material change to the requirements of this Agreement, but shall not include refinement, correction or detailing of the DB TTMS Work by Concessionaire and Contractor from time to time. Concessionaire may order Scope Changes to the DB TTMS Work, in which event, as more specifically set forth in this Article 12, one or more of the Contract Sum, the Payment and Values Schedule, the Maximum Cumulative Drawdown Schedule, the Project TTMS Work Schedule, the Xxxx Ex Guaranteed Substantial Final Completion Date, the Xxxx Ex Guaranteed Final Acceptance Date, the Long Stop Service Commencement Date, the Scope Document of Work and any other applicable terms and conditions of the Contract Documents Comprehensive Agreement or this Agreement shall be adjusted accordingly, if necessary, as agreed by Concessionaire and Contractor or determined pursuant to dispute resolution under Article 19; provided, that Contractor shall use reasonable efforts to mitigate the impacts of any Scope Change. If either Concessionaire or Contractor believes a Scope Change is necessary, it shall proceed as set forth in this Article 12. If Concessionaire believes that a particular item of DB TTMS Work is within the then-existing scope Scope of DB Work but Contractor believes that such DB TTMS Work constitutes a Scope Change, the Contactor Contractor shall diligently proceed with such DB TTMS Work as directed in writing by Concessionaire; provided, that if the disputed item of DB TTMS Work is subsequently determined to constitute a Scope Change (whether by mutual agreement of the Parties or by operation of the dispute resolution provisions in Section 12.14hereunder), then such DB TTMS Work shall be deemed to have been the subject of a Work Order under Section 12.9 and Concessionaire shall issue a Scope Change Order with respect thereto as provided in Section 12.10 hereof; otherwise, Contractor shall not be entitled to a Scope Change Order with respect to such item of DB TTMS Work. All Scope Changes may be subject to the Concessionaire and Department’s consent, as described in Section 24.8 hereof. In the event the Concessionaire and Department requires require modifications to either the Comprehensive Agreement or the Xxxx Ex Design-Build Contract Documents as a condition of its approval of any Scope Change, the Parties shall cooperate to effect such modifications. As a condition to Concessionaire’s obligation under this Article 12 to make payments to Contractor in respect to a Scope Change Order or Work Order, Contractor shall increase the amount of the Letter of Credit by an amount equal to seven-and-one-half percent (7.5%) the Applicable Security Rate of the increase in the Contract Sum resulting from the Scope Change Order or Work Order to the extent the aggregate increase in the Contract Sum resulting from all Scope Changes exceeds Seventeen million, five hundred thousand U.S. Dollars ($17,500,000); 5,000,000 in lieu of increasing the Letter of Credit by the full amount required, Contractor may notify Concessionaire to withhold as retainage from payments of the Contract Sum the amount not provided pursuant to a Letter of Credit, such retainage not to exceed seven-and-one-half percent (7.5%) the Applicable Security Rate of each installment payment of the Contract Sum. Amounts withheld as retainage may be applied by Concessionaire to the same purposes for which draws on the Letter of Credit may be applied, and shall be released to Contractor in whole or in part if the Letter of Credit is increased as required, or otherwise at the time the amount of the Letter of Credit may be reduced pursuant to Section 4.9 hereof, it being understood that the Parties intend that the Letter of Credit is to be the primary form of additional security during the first two (2) years of the Warranty Period, and that amounts withheld as retainage will continue to be withheld during the first two (2) years of the Warranty Period only to the extent the amount of the Letter of Credit does not satisfy the requirements of Section 4.9.

Scope Change Orders. A “Scope Change” means a material addition to, deletion from, suspension of or other modification to, the quality, function or intent of the DB TTMS Project as delineated in the Scope Documentof Work, or a material change to the requirements of this Agreement, but shall not include refinement, correction or detailing of the DB TTMS Work by Concessionaire and Contractor from time to time. Concessionaire may order Scope Changes to the DB TTMS Work, in which event, as more specifically set forth in this Article 12, one or more of the Contract Sum, the Payment and Values Schedule, the Maximum Cumulative Drawdown Schedule, the Project TTMS Work Schedule, the Xxxx Ex Guaranteed Substantial Final Completion Date, the Xxxx Ex Guaranteed Final Acceptance Date, the Long Stop Service Commencement Date, the Scope Document of Work and any other applicable terms and conditions of the Contract Documents Comprehensive Agreement or this Agreement shall be adjusted accordingly, if necessary, as agreed by Concessionaire and Contractor or determined pursuant to dispute resolution under Article A rticle 19; providedp rovided, that Contractor shall use reasonable efforts to mitigate the impacts of any Scope Change. If either Concessionaire or Contractor believes a Scope Change is necessary, it shall proceed as set forth in this Article 12. If Concessionaire believes that a particular item of DB TTMS Work is within the then-existing scope Scope of DB Work but Contractor believes that such DB TTMS Work constitutes a Scope Change, the Contactor Contractor shall diligently proceed with such DB TTMS Work as directed in writing by Concessionaire; provided, that if the disputed item of DB TTMS Work is subsequently determined to constitute a Scope Change (whether by mutual agreement of the Parties or by operation of the dispute resolution provisions in Section 12.14hereunder), then such DB TTMS Work shall be deemed to have been the subject of a Work Order under Section 12.9 and Concessionaire shall issue a Scope Change Order with respect thereto as provided in Section 12.10 hereof; otherwise, Contractor shall not be entitled to a Scope Change Order with respect to such item of DB TTMS Work. All Scope Changes may be subject to the Concessionaire and Department’s consent, as described in Section 24.8 hereof. In the event the Concessionaire and Department requires require modifications to either the Comprehensive Agreement or the Xxxx Ex Design-Build Contract Documents as a condition of its approval of any Scope Change, the Parties shall cooperate to effect such modifications. As a condition to Concessionaire’s obligation under this Article 12 to make payments to Contractor in respect to a Scope Change Order or Work Order, Contractor shall increase the amount of the Letter of Credit by an amount equal to seven-and-one-half percent (7.5%) the Applicable Security Rate of the increase in the Contract Sum resulting from the Scope Change Order or Work Order to the extent the aggregate increase in the Contract Sum resulting from all Scope Changes exceeds Seventeen million, five hundred thousand U.S. Dollars ($17,500,000); 5,000,000 in lieu of increasing the Letter of Credit by the full amount required, Contractor may notify Concessionaire to withhold as retainage from payments of the Contract Sum the amount not provided pursuant to a Letter of Credit, such retainage not to exceed seven-and-one-half percent (7.5%) the Applicable Security Rate of each installment payment of the Contract Sum. Amounts withheld as retainage may be applied by Concessionaire to the same purposes for which draws on the Letter of Credit may be applied, and shall be released to Contractor in whole or in part if the Letter of Credit is increased as required, or otherwise at the time the amount of the Letter of Credit may be reduced pursuant to Section 4.9 hereof, it being understood that the Parties intend that the Letter of Credit is to be the primary form of additional security during the first two (2) years of the Warranty Period, and that amounts withheld as retainage will continue to be withheld during the first two (2) years of the Warranty Period only to the extent the amount of the Letter of Credit does not satisfy the requirements of Section S ection 4.9.

Scope Change Orders. A “Scope Change” means a material addition to, deletion from, suspension of or other modification to, the quality, function or intent of the DB TTMS Project as delineated in the Scope Documentof Work, or a material change to the requirements of this Agreement, but shall not include refinement, correction or detailing of the DB TTMS Work by Concessionaire and Contractor from time to time. Concessionaire may order Scope Changes to the DB TTMS Work, in which event, as more specifically set forth in this Article 12, one or more of the Contract Sum, the Payment and Values Schedule, the Maximum Cumulative Drawdown Schedule, the Project TTMS Work Schedule, the 395 Guaranteed Substantial Final Completion Date, the 395 Guaranteed Final Acceptance Date, the Long Stop Service Commencement Date, the Scope Document of Work and any other applicable terms and conditions of the Contract Documents Comprehensive Agreement or this Agreement shall be adjusted accordingly, if necessary, as agreed by Concessionaire and Contractor or determined pursuant to dispute resolution under Article 19; provided, that Contractor shall use reasonable efforts to mitigate the impacts of any Scope Change. If either Concessionaire or Contractor believes a Scope Change is necessary, it shall proceed as set forth in this Article 12. If Concessionaire believes that a particular item of DB TTMS Work is within the then-existing scope Scope of DB Work but Contractor believes that such DB TTMS Work constitutes a Scope Change, the Contactor shall diligently proceed with such DB TTMS Work as directed in writing by Concessionaire; provided, that if the disputed item of DB TTMS Work is subsequently determined to constitute a Scope Change (whether by mutual agreement of the Parties or by operation of the dispute resolution provisions in Section 12.14hereunder), then such DB TTMS Work shall be deemed to have been the subject of a Work Order under Section 12.9 and Concessionaire shall issue a Scope Change Order with respect thereto as provided in Section 12.10 hereof; otherwise, Contractor shall not be entitled to a Scope Change Order with respect to such item of DB TTMS Work. All Scope Changes may be subject to the Concessionaire and Department’s consent, as described in Section 24.8 hereof. In the event the Concessionaire and Department requires require modifications to either the Comprehensive Agreement or the 395 Design-Build Contract Documents as a condition of its approval of any Scope Change, the Parties shall cooperate to effect such modifications. As a condition to Concessionaire’s obligation under this Article 12 to make payments to Contractor in respect to a Scope Change Order or Work Order, Contractor shall increase the amount of the Letter of Credit by an amount equal to seven-and-one-half percent (7.5%) the Applicable Security Rate of the increase in the Contract Sum resulting from the Scope Change Order or Work Order to the extent the aggregate increase in the Contract Sum resulting from all Scope Changes exceeds Seventeen million, five hundred thousand U.S. Dollars ($17,500,000); 5,000,000 in lieu of increasing the Letter of Credit by the full amount required, Contractor may notify Concessionaire to withhold as retainage from payments of the Contract Sum the amount not provided pursuant to a Letter of Credit, such retainage not to exceed seven-and-one-half percent (7.5%) the Applicable Security Rate of each installment payment of the Contract Sum. Amounts withheld as retainage may be applied by Concessionaire to the same purposes for which draws on the Letter of Credit may be applied, and shall be released to Contractor in whole or in part if the Letter of Credit is increased as required, or otherwise at the time the amount of the Letter of Credit may be reduced pursuant to Section 4.9 hereof, it being understood that the Parties intend that the Letter of Credit is to be the primary form of additional security during the first two (2) years of the Warranty Period, and that amounts withheld as retainage will continue to be withheld during the first two (2) years of the Warranty Period only to the extent the amount of the Letter of Credit does not satisfy the requirements of Section 4.9.