7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract
Documents. ANY ACTION BY OWNER OR CONSTRUCTION MANAGER ON BEHALF OF OWNER PURSUANT TO THIS ARTICLE 7 MUST BE IN WRITING. OTHERWISE, ANY WORK PERFORMED BY CONTRACTOR BEYOND THE SCOPE OF THE WORK AS DESCRIBED IN THE CONTRACT DOCUMENTS AND INCLUDED IN THE CONTRACT PRICE WILL BE AT THE SOLE RISK AND EXPENSE OF THE CONTRACTOR.
7.1.2 A Change Order shall be based upon agreement among Owner and Contractor; a Construction Change Directive may be issued by Owner or Construction Manager on behalf of Owner and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone.
7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work.
7.2 CHANGE ORDERS
7.2.1 A “Change Order” is a written instrument prepared by Owner and signed by the Contractor and, if Owner requires, the Architect, stating their agreement upon all of the following:
7.2.1.1 a change in the Work;
7.2.1.2 the amount of the adjustment, if any, in the Contract Price; and 7.2.1.3 the extent of the adjustment, if any, in the Contract Time.
7.2.2 Methods used in determining adjustments to the Contract Price may include those listed in Subsection 7.3.3.
7.3 CONSTRUCTION CHANGE DIRECTIVES
7.3.1 A “Construction Change Directive” is a written order prepared by or on behalf of Owner, directing a change in the Work prior to agreement on an adjustment, if any, in the Contract Price or Contract Time, or both. Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. In such event, the impact of such changes shall be reviewed by the Parties and if and as appropriate, the Contract Price and Contract Time will be adjusted accordingly.
7.3.2 A Construction Change Directive shall be used in the absence of agreement between Owner and the Contractor on the terms of a Change Order.
7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Price, the adjustment shall be based on one of the following methods:
7.3.3.1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;
7.3.3.2 unit prices stated in the Contract Documents or subsequently agreed upon;
7.3.3.3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or
7.3.3.4 as provided in Subparagraph 7.3.6.
7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise Construction Manager and Architect of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Price or Contract Time, if any.
7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Price and Contract Time, if any, or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order.
7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Price, the method and the adjustment shall be determined by the Architect and/or Construction Manager on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Price, a reasonable amount for general requirements and profit. In such case, and also under Clause 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Subparagraph 7.3.6 shall be limited to the following:
7.3.6.1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers’ or workmen’s compensation insurance;
7.3.6.2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;
7.3.6.3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others;
7.3.6.4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work covered by the change; and
7.3.6.5 additional costs, if any, of supervision and field office personnel directly attributable to the change.
7.3.7 Pending final determination of cost to Construction Manager, amounts not in dispute may be included in Applications for Payment. The amount of credit to be allowed by the Contractor to Owner for a deletion or change which results in a net decrease in the Contract Price shall be actual net cost as confirmed by the Architect and approved by Construction Manager.
When both additions and credits covering related Work or substitutions are involved in a change,
the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change.
7.3.8 If Owner and Contractor do not agree with the adjustment in Contract Time or the method for determining it, the adjustment or the method shall be referred to the Architect for advisory decision pursuant to Section 4.3 and shall in any event be subject to the provisions of Section 4.3.6.4.
7.3.9 When Owner and Contractor agree with the determination made by the Architect concerning the adjustments, if any, in the Contract Price and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order.
7.4 MINOR CHANGES IN THE WORK
The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Price or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order and shall be binding on Owner and Contractor. The Contractor shall carry out such written orders promptly.
ARTICLE 8 TIME 8.1 DEFINITIONS
8.1.1 Unless otherwise provided, the “Contract Time” is the period of time, including authorized adjustments, allocated in the Contract Documents for Substantial Completion of the Work.
8.1.2 The date of commencement of the Work is the date established in the Contract, regardless of the date on which Work actually begins. The date shall not be postponed because of failure to act by the Contractor or any other member of the Contractor’s Group.
8.1.3 The date of “Substantial Completion” of all of the Work pursuant to the Contract Documents is the date certified by the Architect and accepted by Owner when construction is sufficiently completed in accordance with Section 9.9.
8.1.4 The term “day” as used in the Contract Documents shall mean calendar day unless otherwise specifically designated.
8.2 PROGRESS AND COMPLETION
8.2.1 All time limits stated in the Contract Documents are of the essence of this Contract.
8.2.2 The Contractor shall carry the Work forward expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time and Final Completion within the time provided for in the Contract.
8.3 DELAYS AND EXTENSIONS OF TIME
8.3.1 If the Contractor is delayed or hindered at any time in the progress of the Work by any act or neglect of Owner, Construction Manager, Architect or separate contractors employed by Owner, or by labor disputes for which Contractor is not otherwise responsible, adverse weather conditions substantiated pursuant to Subsection 4.3.6.3, unavoidable casualties, or any other causes beyond the Contractor’s control and not occurring due to the fault or neglect of the Contractor or any Subcontractor or anyone directly or indirectly employed by any of them or any other person for whose acts any of them is responsible, then the Contract Time shall be extended by Change Order for such reasonable time as Owner and Contractor shall determine, if any, subject to the provisions of Section 4.3.6 hereof.
8.3.1.1 In the alternative, Owner may decline to extend the Contract Time and instead provide other relief to Contractor, provided that such relief equitably compensates the Contractor for its costs and that it is reasonable to believe that such monetary relief will permit the Contractor to comply with the Contract Time requirements without any extension of time, and, in such event, Contractor shall cooperate fully with Owner and Construction Manager and take all action necessary to so expedite the progress of the Work and comply with the Contract Time.
8.3.2 Except for delays in connection with the circumstances provided for in Subparagraph 8.3.1 or a Change Order pursuant to Article 7, no extension of time will be granted to the Contractor for any delay.
8.3.3 The Contractor shall not be entitled to a separate extension of time as a consequence of each one of a number of causes of delay which may have a concurrent or interrelated effect on the progress of the Work.
8.3.4 Should there be reasonable evidence, in Construction Manager’s judgment, that the Contractor has failed in any material respect to diligently commence and prosecute the Work in such manner so that completion will occur in accordance with the Contract Time, or if the Contractor shall fail in the performance of any of his other obligations under the Contract Documents, Construction Manager shall have the right on behalf of Owner to direct the Contractor, upon three (3) days notice and at the Contractor’s cost and expense, to furnish additional labor and to expedite deliveries of materials (or Owner may furnish such labor and expedite such deliveries at the cost of the Contractor), which labor or expediting shall, in Construction Manager’s judgment, be sufficient to make up lost time and complete the Work in accordance with the Contract Time.
8.3.5 Any delay on the part of the Contractor, any Subcontractor or Sub-subcontractor, any one directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable results in any claims by third parties against any members of Owner’s Group arising out of such delay, Contractor shall pay, satisfy, and discharge all losses, Damages and expenses arising out of such claims, including attorneys’ fees, and shall indemnify and hold harmless Owner’s Group from and against all costs, fees, losses, Damages, and expenses ensuing out of such claims enforced against Owner’s Group.
8.3.6 If additional labor shall not be available pursuant to Section 8.3.4, Construction Manager on behalf of Owner shall have the right to direct the Contractor to work overtime, to such an extent
as will be sufficient, in Construction Manager’s judgment, to make up lost time and complete the Work in accordance with the Contract Time. If, in Construction Manager’s judgment, it appears that Contractor will not meet any date (including Milestone or other critical path date), Construction Manager on behalf of Owner shall have the right (but not the obligation) to demand that Contractor prepare within three (3) days of such demand, for Construction Manager’s approval, a written action plan for meeting such date, including such overtime, at Contractor’s expense, as may be reasonably required. Such plan will be prepared in such reasonable detail as Construction Manager may request and shall be revised as necessary to obtain Construction Manager’s approval.
8.3.7 Contractor agrees not to make, and hereby waives, any claim for any increase in the Contract Price or for any damages or other economic loss (including those resulting from increased supervision, acceleration, compression, or labor, material or equipment costs) on account of any delay from any cause whatsoever, including the causes set forth in Subsection 8.3.1. Contractor acknowledges and agrees that his sole right and remedy for a delay shall be a Claim for an extension of time pursuant to Subsection 8.3.1.
ARTICLE 9
PAYMENTS AND COMPLETION