Change order clause samples

The EPC Contract (Trains 1 and 2), the EPC Contract (Trains 3 and 4) and the EPC Contract (Train 5) provide that we will pay Bechtel contract prices of $4.1billion, $3.8billion and $3.0billion, respectively, subject to adjustment by change order. We have the right to terminate each EPC contract for our convenience, in which case Bechtel will be paid (1)the portion of the contract price for the work performed, (2)costs reasonably incurred by Bechtel on account of such termination and demobilization, and (3)a lump sum of up to $30.0million depending on the termination date.

Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives.

Stage 1 of the CCL Project is being designed, constructed and commissioned by Bechtel pursuant to the EPC Contract (T1/T2). We have also entered into the EPC Contract (T3) with Bechtel. Under each of these contracts, Bechtel charges a lump sum for all work performed and generally bears project cost risk unless certain specified events occur, in which case Bechtel may cause CCL to enter into a change order, or CCL agrees with Bechtel to a change order. The Corpus Christi Pipeline will be constructed by third-party construction firms under three separate CCP Construction Contracts. Under each of the CCP Construction Contracts, each contractor is reimbursed for its actual costs, plus percentage markups for fees and overhead, for all work satisfactorily performed, up to a target price. If the target price is exceeded, then each contractor is entitled to be reimbursed for its actual costs plus a reduced percentage markup for overhead (and no markup for fees); and if the final cost is less than the target price, then the contractor is entitled to an incentive payment of a portion of the savings.

The EPC Contract (T3) provides that CCL pay Bechtel a contract price of $2,410,290,000. The contract price is only subject to adjustment by change order. Bechtel has the right, among other things, to submit change orders in the event Bechtel is adversely affected as a result of a delay in the commencement of construction beyond July1, 2014.

1. Per Article 6.1.B of the Agreement, Parties agree Contractor will be compensated for costs incurred during performance of the Work while encountering differing soil conditions in Train 1, the Temporary Facilities area, La Quinta ditch, and Bed 24 near Train 2 and the Tanks area. A summary of conditions encountered and the remediation required is shown in Exhibit A of this Change Order. Contractor also performed additional Work in Bed 24 due to differing soil conditions including additional over-excavation, backfill, and disposal of excavated material needed to bring the soil in Bed 24 to specification. The quantity basis and excavation area are shown in Exhibit B.

6.4 Adjustments to Estimated Total Contractor’s Compensation. Contractor acknowledges that a change to the Scope of Work or the occurrence of any other event does not, of itself, entitle Contractor to an adjustment to the Estimated Total Contractor’s Compensation. Notwithstanding any other provision in this Agreement to the contrary, the Estimated Total Contractor’s Compensation shall only be adjusted pursuant to Section 6.2A.2 and Schedule J-5, and in such case, the Estimated Total Contractor’s Compensation shall be increased or decreased, as applicable, as set forth in the Change Order. Contractor shall have no entitlement to any other increase in the Estimated Total Contractor’s Compensation, unless the Parties otherwise agree in writing and implement it in a Change Order.

6.7 Adjustment Only Through Change Order. No change in the requirements of this Agreement, whether an addition to, deletion from, suspension of or modification to this Agreement, including any Work, shall be the basis for an adjustment for any change in the Estimated Total Contractor’s Compensation, the Project Schedule (including the Guaranteed Mechanical Completion Date or Guaranteed Final Completion Date), any Work or any other obligations of Contractor or right of Owner under this Agreement unless and until such addition, deletion, suspension or modification has been authorized by a Change Order executed and issued in accordance with and in strict compliance with the requirements of this Article 6. Contractor shall not perform any change in the Work unless and until such change is authorized pursuant to this Article 6, and should Contractor perform or claim to perform any changes in the Work prior to authorization by Change Order, all such costs and expenses incurred by Contractor shall be for Contractor’s account. No course of conduct, dealings or verbal agreement between the Parties, nor express or implied acceptance of additions, deletions, suspensions or modifications to this Agreement, including any Work, and no claim that Owner has been unjustly enriched by any such addition, deletion, suspension or modification to this Agreement, whether or not there is in fact any such unjust enrichment, shall be the basis for any claim for an adjustment in the Estimated Total Contractor’s Compensation, the Project Schedule (including the Guaranteed Mechanical Completion Date or Guaranteed Final Completion Date), any Work or any other obligations of Contractor under this Agreement.

A. Contractor Relief. If the commencement, prosecution or completion of any Work is delayed by Force Majeure, then Contractor shall be entitled to an extension to the Guaranteed Mechanical Completion Date if such delay affects the performance of any Work that is on the critical path of the CPM Schedule and causes Contractor to complete the Work beyond the Guaranteed Mechanical Completion Date, but only if Contractor is unable to proceed with other portions of the Work so as not to cause a delay in the Guaranteed Mechanical Completion Date, and Contractor complies with the notice and Change Order request requirements in Section6.6 and the mitigation requirements in Section6.11. The Parties agree that Contractor’s sole remedy for such delay shall be an adjustment to the Guaranteed Mechanical Completion Date pursuant to a Change Order. Any adjustment to the Guaranteed Mechanical Completion shall be recorded in a Change Order.

The EPC Contract (T3) provides that CCL pay Bechtel a contract price of $2,410,290,000. The contract price is only subject to adjustment by change order. Bechtel has the right, among other things, to submit change orders in the event Bechtel is adversely affected as a result of a delay in the commencement of construction beyond July 1, 2014. We are having ongoing negotiations with Bechtel concerning Stage 2, and if we and Bechtel ultimately extend or amend the EPC Contract (T3) to develop Stage 2, the terms of the EPC Contract (T3), including the total contract price, may change from those currently in the contract.

1. Parties agreed, in Change Order CO-00029, Contractor shall perform process flares modification services in accordance with Exhibit A of that Change Order. Change Order CO-00029 did not include scope to close out HAZOP action items. This Change Order CO-00035 includes all scope of work resulting from the Ingersoll Rand vendor HAZOP design updates and associated materials and installation to close HAZOP action items.

2. Costs of soil stabilization required to complete the permanent drainage installation are not included in this Change Order. Costs of soil stabilization will be included as part of the final Soils Preparation Provisional Sum closure.