Common use of Additional Works Clause in Contracts

Additional Works. The Subcontractor shall comply with all instructions and directions issued by the Contractor's Representative relating to the Subcontract Works. The Contractor may issue an instruction requiring a Variation. No Variation required by the Contractor shall vitiate this Contract. The Contractor shall not be obliged to pay the Subcontractor for any Variation, unless the Subcontractor has first obtained the prior written approval of the Contractor, in order that it may undertake such Variation. The Subcontractor shall within seven (7) days of receipt of a Variation instruction provide in writing to the Contractor a quotation setting out details of: an assessment of the cost and expense plus any VAT associated with such Variation which costs and expense shall include: (a) any disruption costs; and (b) any fees of any professionals or subcontractors arising in connection with such works; no loss of profit, overheads, supervision, insurances or other preliminary items shall be recoverable by the Subcontractor in respect of any instruction to omit the work. The Contractor may wish to instructions will be issued in respect of any "Provisional" or "Prime Cost" sums. No loss of profit will be allowed in respect of such instructions and the Subcontract Sum will be deemed to include all supervision, plant, insurance and other preliminary and general items in respect of work which is the subject of any Provisional and/or Prime Cost sums except where the same have been declared by the Subcontractor in the Subcontract to have been included in the unit prices used in the calculation of the Subcontract Sum. an assessment of the time within which the Variation is proposed to be executed; The Subcontract Sum shall not be adjusted or altered in any way whatsoever otherwise than in accordance with the express provisions of this any delays to the Completion Date arising as a result of undertaking such Variation Service of a written instruction from the Contractor is a condition precedent to the Subcontractor's entitlement to an adjustment to the Subcontract Sum. Without prejudice to the Subcontractor's obligations to carry out a Variation, the Subcontractor shall notify the Contractor in writing within 28 days that a Variation may arise pursuant to any Instruction or otherwise and in any event before carrying out any Instruction which would give rise to a Variation. Where any extension of time, amount of loss and expense, addition or deduction from the Contract Sum and any other amount agreed to be payable is agreed in writing at any time, then such agreement shall apply to the Variation in question and no further extension of time shall be given and no further increase to the Subcontract Sum or payment in respect of loss and expense shall be made or entitlement to claim for extension of time shall arise. If the Subcontractor fails to comply with its obligations under Clause 15.6, the Subcontractor shall not be entitled to claim any extension of time, loss and expense or addition to the Subcontract Sum or any other additional payment in respect of the Variation. The Subcontractor and the Contractor shall thereupon take reasonable steps to agree the Subcontractor's quotation within 14 days from the date of receipt of the Subcontractor's quotation. Any agreements so reached shall be final and binding on the Subcontractor and the Contractor and shall not thereafter be the subject of any review. If agreement is reached on all matters referred to in Clause 15.7 the Subcontractor shall then execute the Variation in accordance with the Contractor's instruction. If agreement cannot be reached within a reasonable time (as determined by the Contractor) on all or any of the matters set out in Clauses 15.7 then: the Contractor may nevertheless issue an instruction requiring the Subcontractor to execute the Variation in which case the provisions of Clause 15.11 of this Subcontract shall apply to any matters not so agreed; or the Contractor may instruct the Subcontractor not to execute the Variation, in which case the Subcontractor will haveno claim whatsoever in respect of any matters so agreed or otherwise at all. The Subcontractor shall undertake such Variation confirmed pursuant to Clause 15.8 above in a good and workmanlike manner with good quality and sound materials and in accordance with this Subcontract. Effect shall be given to a valuation of such work by addition to or deduction from the Contract Sum. Any adjustments to the Subcontract Sum for Variations, shall In the event that the Subcontractor does not comply with its obligations pursuant to Clause 15 the Contractor shall be entitled to engage alternative contractors to undertake such variations and/or modifications and shall be entitled to recover all costs and/or expenses associated with so doing from the Subcontractor pursuant to the provisions of Clause 15 insofar as such costs exceed the sums which would have been payable to the Subcontractor in respect of such work.

Additional Works. (a) The Subcontractor shall CTC reserves the right to carry out Additional Works. The CTC may, at any time during the performance of the Works, assign the methods and means of construction of the Additional Works and/or the coordination and scheduling of the Additional Works and/or the safety training in respect of the Additional Works to Project Co. (b) In connection with the Additional Works, the CTC shall: (i) cause Additional Contractors to comply with the instructions of Project Co relating to matters of health and safety on the Site, and to the extent such matters have been assigned to Project Co pursuant to Section 11.13(a), the methods and means of construction and coordination and scheduling of the Additional Works with the Works during the performance of the Works; (ii) enter into separate contracts with Additional Contractors containing terms and provisions which are consistent with the terms and provisions of this Project Agreement and which require Additional Contractors to comply with all instructions directions of Project Co in respect of any matter regarding health and directions issued by safety on the Contractor's Representative relating Site, and to the Subcontract extent such matters have been assigned to Project Co pursuant to Section 11.13(a), the methods and means of construction and coordination and scheduling of the Additional Works. The Contractor may issue an instruction requiring a Variation. No Variation ; (iii) ensure that insurance coverage is provided in respect of the Additional Works as would be required by a prudent owner similarly situated and that such insurance is coordinated with the Contractor shall vitiate this Contract. The Contractor shall not be obliged insurance coverage of Project Co as it affects the Works to pay provide seamless insurance coverage to Project Co and the Subcontractor for any VariationCTC (including, unless if appropriate, naming the Subcontractor has first obtained the prior written approval of the ContractorCTC and Project Co as additional insureds and/or loss payees) and, in order that it may undertake any event, such Variation. The Subcontractor insurance shall within seven (7) days provide for commercial general liability insurance of receipt of a Variation instruction provide in writing to the Contractor a quotation setting out details of: an assessment of the cost and expense plus any VAT associated with such Variation which costs and expense shall include: (a) any disruption costsnot less than [REDACTED]; and (biv) any fees of any professionals take all necessary steps to avoid labour disputes or subcontractors other disputes on the Project arising in from the Additional Works. (c) In connection with such works; no loss the Additional Works, Project Co shall during the performance of profit, overheads, supervision, insurances or other preliminary items shall be recoverable the Works: (i) assume overall responsibility for compliance by the Subcontractor Additional Contractors and Additional Works with all aspects of Applicable Law relating to health and safety at the Site prior to Substantial Completion and assume and exercise the responsibilities of the ‘constructor’ under the Occupational Health and Safety Act (Ontario) in respect accordance with such Act; (ii) to the extent the CTC has assigned to Project Co any or all of any instruction the matters referred to omit in Section 11.13(a) and subject to the work. The Contractor may wish to instructions will be issued in respect performance by the CTC of any "Provisional" or "Prime Cost" sums. No loss its obligations under Sections 11.13(b)(i) and 11.13(b)(ii), provide for the methods and means of profit will be allowed in respect construction (where applicable) of such instructions the Additional Works and the Subcontract Sum will be deemed to include all supervision, plant, insurance coordination and other preliminary and general items in respect of work which is the subject of any Provisional and/or Prime Cost sums except where the same have been declared by the Subcontractor in the Subcontract to have been included in the unit prices used in the calculation scheduling of the Subcontract Sum. an assessment Additional Works with the Works to be performed under this Project Agreement; (iii) where all or part of the time within which performance of the Variation is proposed to be executed; The Subcontract Sum shall not be adjusted or altered in any way whatsoever otherwise than Works in accordance with the express provisions Project Agreement is affected by or depends upon, the completion and/or proper execution of this any delays the Additional Works, promptly report to the CTC in writing any readily apparent deficiencies in the Additional Works, prior to proceeding with the affected Works. Failure by Project Co to so report shall invalidate any claims against the CTC by reason of such readily apparent deficiencies; (iv) afford Additional Contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute the Additional Works; and (v) participate with the CTC and Additional Contractors in reviewing their construction schedules when directed to do so by the CTC. (d) If, in respect of Additional Works carried out prior to Substantial Completion Date arising at the Site: (i) any Additional Contractors cause any damage to the Works; (ii) Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of undertaking any Additional Contractors not complying with the instructions of Project Co regarding coordination, scheduling and/or safety and/or method and means of construction; or (iii) if Project Co incurs any additional costs or there is any delay in the Works Schedule as a result of any Additional Works, then, provided such Variation Service delay in the Works Schedule or additional costs are not as a result of Project Co’s failure to perform any of its obligations under Section 11.13(c) or any act or omission of Project Co or a written instruction Project Co Party, any such delay in the Works Schedule or additional costs in respect of the Works shall, subject to and in accordance with Article 30, be treated as a Delay Event and, subject to and in accordance with Article 31, be treated as a Compensation Event. (e) Claims, disputes, and other matters in question between Project Co and Additional Contractors (except to the extent they involve claims, disputes and other matters between Project Co and the CTC pursuant to this Agreement) shall be dealt with in substantially the same manner as contemplated in Section 8 of Schedule 27 – Dispute Resolution Procedure, provided the Additional Contractors are subject to binding reciprocal obligations in the contracts between the CTC and the Additional Contractors. Project Co shall be deemed to have consented to binding arbitration of any dispute with any other contractor whose contract with the CTC contains a binding reciprocal agreement to arbitrate. (i) Project Co shall have a period of 10 Business Days following notice from the Contractor is a condition precedent to CTC of the Subcontractor's entitlement to an adjustment to the Subcontract Sum. Without prejudice to the Subcontractor's obligations CTC’s intention to carry out Additional Works, including a Variationreasonable description of such Additional Works, to request a Variation if such Additional Works are (A) reasonably expected to void a warranty in favour of Project Co from a Project Co Party or equipment supplier and given in accordance with Good Industry Practice, or (B) reasonably expected to have a material adverse effect on Project Co’s ability to perform any of the Works, including a delay in the Works or additional costs in respect of the Works; (ii) if Project Co has requested a Variation in accordance with Section 11.13(e)(i), the Subcontractor shall notify the Contractor in writing CTC shall, within 28 days 10 Business Days of such request, either issue a Variation Enquiry or give notice to Project Co that it does not agree that a Variation is required; (iii) subject to 11.13(d), either Party may arise refer the question of whether a Variation is required pursuant to any Instruction Section 11.13(e) for resolution in accordance with Schedule 27 – Dispute Resolution Procedure; and where the CTC has given notice to Project Co that it does not agree that a Variation is required, the CTC shall, within 10 Business Days of a subsequent agreement or otherwise of a determination that a Variation is required, issue a Variation Enquiry and in any event before carrying out any Instruction which would give rise to a Variation. Where any extension the relevant provisions of time, amount of loss and expense, addition or deduction from the Contract Sum and any other amount agreed to be payable is agreed in writing at any time, then such agreement Schedule 22 – Variation Procedure shall apply to except that: (A) the Variation in question and no further extension of time shall be given and no further increase to the Subcontract Sum or payment in respect of loss and expense shall be made or entitlement to claim for extension of time shall arise. If the Subcontractor fails to comply with its obligations under Clause 15.6, the Subcontractor CTC shall not be entitled to claim withdraw any extension of time, loss and expense or addition such Variation Enquiry unless the CTC determines not to the Subcontract Sum or any other additional payment in respect of the Variation. The Subcontractor and the Contractor shall thereupon take reasonable steps to agree the Subcontractor's quotation within 14 days from the date of receipt of the Subcontractor's quotation. Any agreements so reached shall be final and binding on the Subcontractor and the Contractor and shall not thereafter be the subject of any review. If agreement is reached on all matters referred to in Clause 15.7 the Subcontractor shall then execute the Variation in accordance proceed with the Contractor's instruction. If agreement canAdditional Works or to proceed only in a manner that the Additional Works will not be reached within result in a reasonable time warranty becoming void (as determined by the Contractorcontemplated in Section 11.13(e)(i)) and will not result in any material adverse effect (including material additional costs) on all or Project Co’s ability to perform any of the matters set out in Clauses 15.7 then: the Contractor may nevertheless issue an instruction requiring the Subcontractor to execute the Variation in which case the provisions of Clause 15.11 of this Subcontract shall apply to any matters not so agreed; Works and Project Co has agreed with such conclusion, or the Contractor may instruct Parties otherwise agree; and (B) the Subcontractor not Parties shall, without prejudice to execute the Variationtheir respective obligations under this Project Agreement, in which case the Subcontractor will haveno claim whatsoever in respect of use commercially reasonable efforts to mitigate any matters so agreed or otherwise at all. The Subcontractor shall undertake such Variation confirmed pursuant to Clause 15.8 above in a good and workmanlike manner with good quality and sound materials and in accordance with this Subcontract. Effect shall be given to a valuation adverse effects of such work Additional Works, including with respect to increase in costs arising from any void warranty. (f) Placing, installing, applying or connecting the Additional Works performed by addition to or deduction from the Contract Sum. Any adjustments Additional Contractors on and to the Subcontract Sum for Variations, shall In the event that the Subcontractor does Works performed by Project Co will not comply with relieve Project Co from its obligations pursuant to Clause 15 under the Contractor shall be entitled to engage alternative contractors to undertake such variations and/or modifications and shall be entitled to recover all costs and/or expenses associated Project Agreement with so doing from the Subcontractor pursuant respect to the provisions of Clause 15 insofar as such costs exceed the sums which would have been payable Works, except to the Subcontractor extent expressly described in respect of such workany Variation Confirmation.

Additional Works. 15.1 The Subcontractor shall comply with all instructions and directions issued by the Contractor's Representative relating to the Subcontract Works. . 15.2 The Contractor may issue an instruction requiring a Variation. No Variation required by the Contractor shall vitiate this Contract. . 15.3 The Contractor shall not be obliged to pay the Subcontractor for any Variation, unless the Subcontractor has first obtained the prior written approval of the Contractor, in order that it may undertake such Variation. . 15.4 The Subcontractor shall within seven (7) days of receipt of a Variation instruction provide in writing to the Contractor a quotation setting out details of: : 15.4.1 an assessment of the cost and expense plus any VAT associated with such Variation which costs and expense shall include: (a) any disruption costs; and (b) any fees of any professionals or subcontractors arising in connection with such works; no loss of profit, overheads, supervision, insurances or other preliminary items shall be recoverable by the Subcontractor in respect of any instruction to omit the work. The Contractor may wish to instructions will be issued in respect of any "Provisional" or "Prime Cost" sums. No loss of profit will be allowed in respect of such instructions and the Subcontract Sum will be deemed to include all supervision, plant, insurance and other preliminary and general items in respect of work which is the subject of any Provisional and/or Prime Cost sums except where the same have been declared by the Subcontractor in the Subcontract to have been included in the unit prices used in the calculation of the Subcontract Sum. ; 15.4.2 an assessment of the time within which the Variation is proposed to be executed; The Subcontract Sum shall not be adjusted or altered in any way whatsoever otherwise than in accordance with the express provisions of this ; 15.4.3 any delays to the Completion Date arising as a result of undertaking such Variation Variation. Service of a written instruction from the Contractor is a condition precedent to the Subcontractor's entitlement to an adjustment to the Subcontract Sum. . 15.5 Without prejudice to the Subcontractor's obligations to carry out a Variation, the Subcontractor shall notify the Contractor in writing within 28 days that a Variation may arise pursuant to any Instruction or otherwise and in any event before carrying out any Instruction which would give rise to a Variation. Where any extension of time, amount of loss and expense, addition or deduction from the Contract Sum and any other amount agreed to be payable is agreed in writing at any time, then such agreement shall apply to the Variation in question and no further extension of time shall be given and no further increase to the Subcontract Sum or payment in respect of loss and expense shall be made or entitlement to claim for extension of time shall arise. . 15.6 If the Subcontractor fails to comply with its obligations under Clause 15.615.5, the Subcontractor shall not be entitled to claim any extension of time, loss and expense or addition to the Subcontract Sum or any other additional payment in respect of the Variation. . 15.7 The Subcontractor and the Contractor shall thereupon take reasonable steps to agree the Subcontractor's quotation within 14 days from the date of receipt of the Subcontractor's quotation. Any agreements so reached shall be final and binding on the Subcontractor and the Contractor and shall not thereafter be the subject of any review. If agreement is reached on all matters referred to in Clause 15.7 the Subcontractor shall then execute the Variation in accordance with the Contractor's instruction. . 15.8 If agreement cannot be reached within a reasonable time (as determined by the Contractor) on all or any of the matters set out in Clauses 15.7 then: : 15.8.1 the Contractor may nevertheless issue an instruction requiring the Subcontractor to execute the Variation in which case the provisions of Clause 15.11 of this Subcontract shall apply to any matters not so agreed; or or 15.8.2 the Contractor may instruct the Subcontractor not to execute the Variation, in which case the Subcontractor will haveno have no claim whatsoever in respect of any matters so agreed or otherwise at all. . 15.9 The Subcontractor shall undertake such Variation confirmed pursuant to Clause 15.8 above in a good and workmanlike manner with good quality and sound materials and in accordance with this Subcontract. . 15.10 Effect shall be given to a valuation of such work by addition to or deduction from the Contract Sum. . 15.11 Any adjustments to the Subcontract Sum for Variations, shall 15.11.1 be valued using the rates and prices set out in the Subcontract if, in the reasonable opinion of the Contractor, the varied work is of similar character executed under similar conditions as the work to which those rates and prices relate; or 15.11.2 be valued using fair and reasonable rates and prices (valued by the Contractor if the Subcontractor's valuation is not agreed) if the varied work is not of a similar character or is not executed under similar conditions as the work to which the rates and prices set out in the Subcontract relate. provided that: 15.11.3 the valuation of items omitted shall be in accordance with the rates and prices set out in the Subcontract; 15.11.4 no loss of profit, overheads, supervision, insurances or other preliminary items shall be recoverable by the Subcontractor in respect of any instruction to omit the work. 15.12 The Contractor may wish to give instructions in respect of any "Provisional" or "Prime Cost" sums. No loss of profit will be allowed in respect of such instructions and the Subcontract Sum will be deemed to include all supervision, plant, insurance and other preliminary and general items in respect of work which is the subject of any Provisional and/or Prime Cost sums except where the same have been declared by the Subcontractor in the Subcontract to have been included in the unit prices used in the calculation of the Subcontract Sum. 15.13 The Subcontract Sum shall not be adjusted or altered in any way whatsoever otherwise than in accordance with the express provisions of these terms. 15.14 In the event that the Subcontractor does not comply with its obligations pursuant to Clause 15 the Contractor shall be entitled to engage alternative contractors to undertake such variations and/or modifications and shall be entitled to recover all costs and/or expenses associated with so doing from the Subcontractor pursuant to the provisions of Clause 15 insofar as such costs exceed the sums which would have been payable to the Subcontractor in respect of such work.