TranSystems Corporation - LGM Construction

ARTICLE 9
CHANGES
Section 9.01. Changes in the Work. (a) Without invalidating this Agreement, FedEx may
order extra work or make changes by altering, adding to or deducting from the Work by
executing a Change Order in the form of the attached Exhibit D-1 or a Construction Change
Directive in the form of the attached Exhibit D-2.
Contractor shall perform all work required by
virtue of a valid Change Order or a valid Construction Change Directive in accordance with the
conditions of this Agreement and the other Contract Documents.
(b) By written instructions to Contractor, FedEx may also make changes in the Work
not involving extra cost and not inconsistent with the purposes of the Work without execution of
a Change Order or a Construction Change Directive, but, except for such changes, Contractor
may not undertake any extra Work or bring about a change in the Work unless either the parties
execute a Change Order or FedEx executes and delivers a Construction Change Directive. No
claim for an addition to the Contractor’s Fee or any extension of the Substantial Completion Date
will be valid unless FedEx orders it in a written Change Order or FedEx issues a Construction
Change Directive and the outcome of the application of the dispute resolution procedures set
forth in Article 26 to FedEx’s requirement for the change in the Work is the claimed adjustment
in the Contractor’s Fee or the Substantial Completion Date, as applicable.
Section 9.02. Change Order Procedure. Upon receipt of a request from FedEx for extra
work or changes in the Work that would increase or decrease the Contractor’s Fee or affect the
Substantial Completion Date, Contractor shall furnish to FedEx a detailed statement of
Contractor's proposal for performing the extra work or changes in the Work and the effect of the
extra work or changes, if any, on the Contractor’s Fee, and the Substantial Completion Date. If
FedEx approves in writing Contractor's proposal, the parties shall execute a Change Order after
observing any special conditions set forth in Exhibit C-1, which Change Order will adjust the
Contractor’s Fee, and the Substantial Completion Date, as appropriate. If required by FedEx,
Contractor shall solicit bids with respect to any work called for in a proposed Change Order in
accordance with the provisions of this Agreement and the other Contract Documents. If the
parties fail to agree upon the terms of a Change Order, FedEx may issue a Construction Change
Directive to Contractor that directs Contractor to proceed with the implementation of all or part
of the proposed change that was the subject of that Change Order. If, at the time of FedEx’s
issuance of a Construction Change Directive or at any subsequent time prior to the parties’
execution of a Change Order with respect to the extra work or change described in the
Construction Change Directive, Contractor makes a good faith determination that the parties’
opinions as to the effect that the extra work or change should have on the Contractor’s Fee are
more than ______________________ Dollars ($_________.00) apart, Contractor may elect not
to proceed with the extra work or change until the parties execute a Change Order with respect to
that extra work or change. Contractor will make that election, if at all, by delivering written
notice to FedEx. If, after FedEx’s issuance of a Construction Change Directive, the parties fail to
agree upon the terms of a Change Order covering the extra work or change described in the
Construction Change Directive, the parties will use the procedures set forth in Article 26 to
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