Common use of Change Orders Clause in Contracts

Change Orders. A. A Change Order is a written order to the Contractor signed by the SDSTA, issued after execution of the Contract, authorizing a change in the Work or an adjustment in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA resulting from a change in the Work shall be determined in one or more of the following ways: 1. By mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract or subsequently agreed upon. D. If none of the methods set forth in this Article IV, paragraphs C1 and C2 is agreed upon, the Contractor, provided Contractor receives a written order signed by the SDSTA, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable to the change, including, in the case of an increase in the Contract Sum, a reasonable allowance for Contractor's fee. In such case, Contractor shall keep and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order.

Change Orders. A. A Change Order is The Seller has no obligation to respond to requests for changes to the work described in the Project Documents. The Buyer may submit requests for changes to the work described in the Project Documents, to which requests, the Seller may, at the Seller’s sole discretion, accept or reject for any reason or no reason at all, or propose alternatives without regard to reasonableness. If the Buyer and the Seller agree on the cost of any changes to the work described in the Project Documents, the changes shall have no effect without a written change order to the Contractor signed by the SDSTABuyer and the Seller describing the changes to be made, issued after any extra work to be done and any changes to the contract price (each, a “Change Order”). Each Change Order shall be signed by all parties and upon execution shall become a part of this Agreement and incorporated into the ContractProject Documents. If more than one Buyer is a party to this Agreement, authorizing a change each Buyer hereby agrees that any of them is authorized to negotiate and execute any Change Order and that the signature of one is binding on the other. The Buyer agrees to make requests concerning any changes, additions or alterations in the Work or an adjustment work in writing directly to the Seller’s authorized representative named in this Agreement and not to the workers, including subcontractors and subcontractors’ workers, on the job. Any Change Order requested by the Buyer and approved by the Seller shall be paid for by the Buyer as follows: All amounts for additional work shall be due and payable to the Seller in cash prior to commencement of work described in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and such amounts shall be performed under the applicable conditions fully earned upon payment and shall not constitute a portion of the Contract Documents. C. The cost Deposit or credit the Purchase Price for the Property. Any delay in payment for a Change Order shall allow the Seller in its sole option and discretion to the SDSTA resulting from a change in the Work shall be determined in one or more of the following ways: 1. By mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract or subsequently agreed upon. D. If none of the methods set forth in this Article IV, paragraphs C1 and C2 is agreed upon, the Contractor, provided Contractor receives a written order signed by the SDSTA, shall promptly proceed with the Work involved. The cost of such Work shall then be determined Change Order and collect the amount due for the Change Order from the Buyer, or disregard and consider the Change Order cancelled by the SDSTA Buyer and continue work on the basis of the reasonable expenditures and savings of those performing the Work attributable Property without giving any effect to the change, including, in the case of an increase in the Contract Sum, a reasonable allowance for Contractor's fee. In such case, Contractor shall keep and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order.

Change Orders. A. (a) A Change Order is a written order to the Contractor Contractor, signed by the SDSTAOwner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work or Work, an adjustment in the Contract Sum Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and the Contract Time may to be changed only adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner’s City Attorney. (b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates Contractor’s his agreement therewithwith all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. B. . EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The SDSTA, without invalidating execution of a Change Order by the Contract, may order Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the general scope executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Contract consisting Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of additionsextra work or any substitution, deletionschange, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other revisions, Amendment. The provisions of this Paragraph 7.1 shall control in the Contract Sum event of any inconsistency between such provisions and the Contract Time being adjusted accordinglyother provisions of this Article 7. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions See Subparagraph 10.3(a) of the Contract DocumentsGeneral Conditions for Change Orders under emergency conditions. C. (d) The method of determining the cost or credit to the SDSTA resulting from a Owner for any change in the Work shall be determined in one or more of the following waysfollowing: (1. By ) mutual acceptance of a lump not-to-exceed lump-sum amount properly itemized and supported by sufficient substantiating data to permit evaluation and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(sevaluation; or (2) involved in the proposed change, as applicable. 2. By unit prices stated in this the Contract Documents or subsequently agreed upon.; or D. (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the force account method provided in Subparagraph 7.1(e) (e) If none the parties cannot agree to one of the methods set forth of calculating cost provided in this Article IVClauses (d) (1), paragraphs C1 and C2 is agreed upon(d) (2), or (d) (3), or if the parties agree to a method but cannot agree on a final dollar figure; or if the Contractor for whatever reason refuses to sign the Change Order in question; the Contractor, provided Contractor he receives a written order signed by the SDSTAOwner, shall promptly proceed with the Work involved. The cost of such the Work involved shall then be determined by the SDSTA calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changechanges, including, in the case of an increase in the Contract Sum, including a reasonable allowance for Contractor's feeoverhead and profit, such allowance in any case never to exceed fifteen (15%) per cent. In such case, the Contractor shall keep and presentan itemized accounting of the Work involved, on a daily basis, in such form as and with the SDSTA may prescribe, an itemized accounting together with appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for inclusion force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker’s compensation insurance; (2) costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a Change Ordernet decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change.

Change Orders. A. The Owner, without invalidating the Project Agreement, may order Changes in the Project within the general scope of the Project Agreement consisting of additions, deletions or other revisions, with the GMP and the Construction Completion Date being adjusted accordingly. All changes in the Project not covered by an authorized contingency shall be authorized by Change Order signed by the Owner before the change is implemented. (1) A Change Order is a written order to the Contractor signed by the SDSTA, Owner and issued after the execution of the ContractProject Agreement, authorizing a change Change in the Work Project, Contractor's fee, or an the Construction Completion date. Each adjustment in the Contract Sum GMP resulting from a change order shall clearly separate the amount attributable to the Cost of the Project. (2) The increase or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment decrease in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA GMP resulting from a change in the Work Project shall be determined in one or more of the following ways: 1. By a. by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect-Engineer and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported Owner; b. by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract the Project Agreement or subsequently agreed upon; c. by cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; or d. by the method provided in subparagraph (3). D. (3) If none of the methods set forth in this Article IV, paragraphs C1 and C2 subparagraph (2) is agreed upon, the Contractor, provided Contractor receives a written order signed by the SDSTAOwner, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable attributed to the change, including. However, in the case event a Change Order is issued under these conditions, the Architect-Engineer will establish an estimated cost of an increase in the Contract Sum, a reasonable allowance for Contractor's feework and Contractor shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, and also under subparagraph (2) above, Contractor shall keep and present, in such form as the SDSTA Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Project as outlined in Article 9. The amount of decrease in the GMP to be allowed by Contractor to the Owner for inclusion any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. (4) If unit prices are stated in the Project Agreement or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change Order that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices and GMP shall be equitably adjusted. (5) Should concealed conditions encountered in the performance of the Work be at variance with the conditions indicated by the Drawings, Specifications, or Owner furnished information or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differ materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Project Agreement, be encountered, the GMP and the Construction Completion date shall be equitably adjusted by Change Order upon a request for Change Order.

Change Orders. A. The Owner, without invalidating this Agreement, may order Changes in the Project within the general scope of this Agreement consisting of additions, deletions or other revisions, the GMP, and the current construction schedule, being adjusted accordingly. All changes in the Project not covered by an authorized contingency shall be authorized by Change Order signed by the Owner before the change is implemented. 10.1.1 A Change Order is a written order to the Contractor Construction Manager signed by the SDSTAOwner, issued after the execution of the Contractthis Agreement, authorizing a change Change in the Work Project, the Construction Manager's fee, or an the current construction schedule. Each adjustment in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A GMP resulting from a Change Order signed by shall clearly separate the Contractor indicates Contractor’s agreement therewith, including amount attributable to the adjustment Cost of the Project. 10.1.2 The increase or decrease in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA Guaranteed Maximum Price resulting from a change in the Work Project shall be determined in one or more of the following ways: (1. By ) by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect-Engineer and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported Owner; (2) by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract the Agreement or subsequently agreed upon; (3) by cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; or (4) by the method provided in Subparagraph 10.1.3. D. 10.1.3 If none of the methods set forth in this Article IV, paragraphs C1 and C2 Clause 10.1.2 is agreed upon, the ContractorConstruction Manager, provided Contractor it receives a written order signed by the SDSTAOwner, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable attributed to the change, including. However, in the case event a Change Order is issued under these conditions, the Architect-Engineer will establish an estimated cost of an increase in the Contract Sum, a reasonable allowance for Contractor's feework and the Construction Manager shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, Contractor and also under Article 10.1.2 above, the Construction Manager shall keep and present, in such form as the SDSTA Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Project as outlined in Article 9. The amount of decrease in the Guaranteed Maximum Price to be allowed by the Construction Manager to the Owner for inclusion any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. 10.1.4 If unit prices are stated in the Agreement or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change OrderOrder that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to the Owner or the Construction Manager, the applicable unit prices and Guaranteed Maximum Price shall be equitably adjusted. 10.1.5 Should concealed conditions encountered in the performance of the Work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Drawings, Specifications, or Owner furnished information or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, be encountered, the Guaranteed Maximum Price and the Construction Completion date shall be equitably adjusted by Change Order upon a request for Change Order in accordance with Article 10.2, provided, however, that no such adjustment shall be made if the Construction Manager has failed to comply with the requirements of Article 2.2(2).

Change Orders. One or more changes to the work within the general scope of the Construction Contract may be ordered by Change Order. With respect to all change order requests involving credit to the Owner or additional compensation to the Contractor, the Contractor shall (a) obtain from subcontractors and suppliers the best possible price quotations; (b) review such quotations to ascertain whether they are reasonable; (c) prepare an itemized accounting together with appropriate supporting data, including reasonable expenditures by, and savings to, those performing the scope of the Work involved in the proposed change; and (d) provide a reasonable price quotation to the Owner. The Contractor shall proceed with any such changes and same shall be accomplished in strict accordance with the Contract Documents and the following terms and conditions: A. A Change Order is shall mean a written order to the Contractor signed executed by the SDSTA, issued Owner and the Design Professional after execution of the Construction Contract, authorizing directing a change in the Work or an adjustment in the Contract Sum or the Contract Time. The Contract Sum work and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA resulting from include a change in the Work Contract Price or the time for the Contractor’s performance, or any combination thereof; B. Any change in the Contract Price resulting from a Change Order shall be determined in one or more of the following waysas follows: 1. By mutual acceptance agreement between the Owner and the Contractor as evidenced by the change in the Contract Price being set forth in the Change Order executed by both parties; or 2. If no mutual agreement occurs between the Owner and Contractor, the change in the Contract Price, if any, shall be derived by determining the reasonable costs incurred or savings achieved, resulting from revisions in the work as computed by one of a the following methods chosen at the discretion of the Owner: a. A lump sum utilizing the most recent Means Cost Guide, as adjusted for Boise, Idaho, properly itemized and supported by sufficient substantiating data to permit evaluation evaluation; b. Labor and acceptance to materials costs stated in the SDSTA Representative for such purposesEscrowed Bid Documents attached as Exhibit A hereto, if Escrowed Bid Documents are required in the Project Form. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of Provided, however, the Contractor and/or the Work of each subcontractor(smay add five percent (5%) involved in the proposed change, (as applicable. 2. By unit prices stated in this Contract or subsequently agreed upon. D. If none of the methods set forth in this Article IV, paragraphs C1 and C2 is agreed upon, a total for the Contractor, provided Contractor receives subcontractors, suppliers, consultants and agents) for all overhead and other indirect costs, and five percent (5%) (as a written order signed total for the Contractor, subcontractors, suppliers, consultants and agents) as profit, to be allocated by the SDSTAContractor among the Contractor, its subcontractors, suppliers, consultants and agents, as the Contractor may determine. c. Labor at the actual wage paid the employee, if any, plus the actual cost of materials, if any. Provided, however, the Contractor may add five percent (5%) (as a total for the Contractor, subcontractors, suppliers, consultants and agents) for all overhead and other indirect costs, and five percent (5%) (as a total for the Contractor, subcontractors, suppliers, consultants and agents) as profit, to be allocated by the Contractor among the Contractor, its subcontractors, suppliers, consultants and agents, as the Contractor may determine. Any such costs or savings shall promptly proceed be documented in the format and with such content and detail as the Work involvedOwner or the Design Professional requires. In no event shall the Change Order include consequential damages. C. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the work, the Construction Contract as thus amended, the Contract Price, and the time for performance by the Contractor. The cost Contractor, by executing the Change Order, waives and forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the work included within or affected by the executed Change Order; D. The Contractor shall notify and obtain the consent and approval of the Contractor’s Surety with reference to all Change Orders. The Contractor’s execution of the Change Order shall constitute the Contractor’s warranty to the Owner that the Surety has been notified of, and consents to, such Change Order and the Surety shall be conclusively deemed to have been notified of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures Change Order and savings of those performing the Work attributable to the change, including, in the case of an increase in the Contract Sum, a reasonable allowance for Contractor's fee. In such case, Contractor shall keep and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Orderhave expressly consented thereto.

Change Orders. A. The Owner, without invalidating this Agreement, may order Changes in the Project within the general scope of this Agreement consisting of additions, deletions or other revisions, the GMP, and the Construction Completion Date, being adjusted accordingly. All changes in the Project not covered by an authorized contingency shall be authorized by Change Order signed by the Owner before the change is implemented. 10.1.1 A Change Order is a written order to the Contractor Construction Manager signed by the SDSTA, Owner issued after the execution of the Contractthis Agreement, authorizing a change Change in the Work Project, the Construction Manager's fee, or an the Construction Completion date. Each adjustment in the Contract Sum GMP resulting from a change order shall clearly separate the amount attributable to the Cost of the Project. 10.1.2 The increase or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment decrease in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA Guaranteed Maximum Price resulting from a change in the Work Project shall be determined in one or more of the following ways: (1. By ) by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect-Engineer and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported Owner; (2) by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract the Agreement or subsequently agreed upon; (3) by cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; or (4) by the method provided in Subparagraph 10.1.3. D. 10.1.3 If none of the methods set forth in this Article IV, paragraphs C1 and C2 Clause 10.1.2 is agreed upon, the ContractorConstruction Manager, provided Contractor receives a written order signed by the SDSTAOwner is received, shall promptly proceed with the Work work involved. The cost of such Work work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable work attributed to the change, including. However, in the case event a Change Order is issued under these conditions, the Architect-Engineer will establish an estimated cost of an increase in the Contract Sum, a reasonable allowance for Contractor's feework and the Construction Manager shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, Contractor and also under Article 10.1.2 above, the Construction Manager shall keep and present, in such form as the SDSTA Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Project as outlined in Article 9. The amount of decrease in the Guaranteed Maximum Price to be allowed by the Construction Manager to the Owner for inclusion any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. 10.1.4 If unit prices are stated in the Agreement or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change OrderOrder that application of the agreed unit prices to the quantities of work proposed will cause substantial inequity to the Owner or the Construction Manager, the applicable unit prices and Guaranteed Maximum Price shall be equitably adjusted. 10.1.5 Should concealed conditions encountered in the performance of the work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Drawings, Specifications, or Owner furnished information or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, be encountered, the Guaranteed Maximum Price and the Construction Completion date shall be equitably adjusted by Change Order upon a request for Change Order in accordance with Article 10.2.

Change Orders. A. (a) A Change Order is a written order to the Contractor Contractor, signed by the SDSTAOwner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work or Work, an adjustment in the Contract Sum Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and the Contract Time may to be changed only adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner’s City Attorney. (b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates Contractor’s his agreement therewithwith all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. B. . EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The SDSTA, without invalidating execution of a Change Order by the Contract, may order Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the general scope executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Contract consisting Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of additionsextra work or any substitution, deletionschange, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other revisions, Amendment. The provisions of this Paragraph 7.1 shall control in the Contract Sum event of any inconsistency between such provisions and the Contract Time being adjusted accordinglyother provisions of this Article 7. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions See Subparagraph 10.3(a) of the Contract DocumentsGeneral Conditions for Change Orders under emergency conditions. C. (d) The method of determining the cost or credit to the SDSTA resulting from a Owner for any change in the Work shall be determined in one or more of the following waysfollowing: (1. By ) mutual acceptance of a lump not-to-exceed lump-sum amount properly itemized and supported by sufficient substantiating data to permit evaluation and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(sevaluation; or (2) involved in the proposed change, as applicable. 2. By unit prices stated in this the Contract Documents or subsequently agreed upon.; or D. (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the forceaccount method provided in Subparagraph 7.1(e) (e) If none the parties cannot agree to one of the methods set forth of calculating cost provided in this Article IV, paragraphs C1 and C2 is agreed upon, the Contractor, provided Contractor receives a written order signed by the SDSTA, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable to the change, including, in the case of an increase in the Contract Sum, a reasonable allowance for Contractor's fee. In such case, Contractor shall keep and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order.Clauses

Change Orders. ‌ One or more changes to the work within the general scope of the Construction Contract may be ordered by Change Order. With respect to all change order requests involving credit to the Owner or additional compensation to the Contractor, the Contractor shall (a) obtain from subcontractors and suppliers the best possible price quotations; (b) review such quotations to ascertain whether they are reasonable; (c) prepare an itemized accounting together with appropriate supporting data, including reasonable expenditures by, and savings to, those performing the scope of the Work involved in the proposed change; and (d) provide a reasonable price quotation to the Owner. The Contractor shall proceed with any such changes and same shall be accomplished in strict accordance with the Contract Documents and the following terms and conditions: A. A Change Order is shall mean a written order to the Contractor signed executed by the SDSTA, issued Owner and the Design Professional after execution of the Construction Contract, authorizing directing a change in the Work or an adjustment in the Contract Sum or the Contract Time. The Contract Sum work and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA resulting from include a change in the Work Contract Price or the time for the Contractor’s performance, or any combination thereof; B. Any change in the Contract Price resulting from a Change Order shall be determined in one or more of the following waysas follows: 1. By mutual acceptance agreement between the Owner and the Contractor as evidenced by the change in the Contract Price being set forth in the Change Order executed by both parties; or 2. If no mutual agreement occurs between the Owner and Contractor, the change in the Contract Price, if any, shall be derived by determining the reasonable costs incurred or savings achieved, resulting from revisions in the work as computed by one of a the following methods chosen at the discretion of the Owner: a. A lump sum utilizing the most recent Means Cost Guide, as adjusted for Boise, Idaho, properly itemized and supported by sufficient substantiating data to permit evaluation evaluation; b. Labor and acceptance to materials costs stated in the SDSTA Representative for such purposesEscrowed Bid Documents attached as Exhibit A hereto, if Escrowed Bid Documents are required in the Project Form. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of Provided, however, the Contractor and/or the Work of each subcontractor(smay add five percent (5%) involved in the proposed change, (as applicable. 2. By unit prices stated in this Contract or subsequently agreed upon. D. If none of the methods set forth in this Article IV, paragraphs C1 and C2 is agreed upon, a total for the Contractor, provided Contractor receives subcontractors, suppliers, consultants and agents) for all overhead and other indirect costs, and five percent (5%) (as a written order signed total for the Contractor, subcontractors, suppliers, consultants and agents) as profit, to be allocated by the SDSTAContractor among the Contractor, its subcontractors, suppliers, consultants and agents, as the Contractor may determine. c. Labor at the actual wage paid the employee, if any, plus the actual cost of materials, if any. Provided, however, the Contractor may add five percent (5%) (as a total for the Contractor, subcontractors, suppliers, consultants and agents) for all overhead and other indirect costs, and five percent (5%) (as a total for the Contractor, subcontractors, suppliers, consultants and agents) as profit, to be allocated by the Contractor among the Contractor, its subcontractors, suppliers, consultants and agents, as the Contractor may determine. Any such costs or savings shall promptly proceed be documented in the format and with such content and detail as the Work involvedOwner or the Design Professional requires. In no event shall the Change Order include consequential damages. C. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the work, the Construction Contract as thus amended, the Contract Price, and the time for performance by the Contractor. The cost Contractor, by executing the Change Order, waives and forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the work included within or affected by the executed Change Order; D. The Contractor shall notify and obtain the consent and approval of the Contractor’s Surety with reference to all Change Orders. The Contractor’s execution of the Change Order shall constitute the Contractor’s warranty to the Owner that the Surety has been notified of, and consents to, such Change Order and the Surety shall be conclusively deemed to have been notified of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures Change Order and savings of those performing the Work attributable to the change, including, in the case of an increase in the Contract Sum, a reasonable allowance for Contractor's fee. In such case, Contractor shall keep and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Orderhave expressly consented thereto.

Change Orders. A. (a) A Change Order is a written order to the Contractor Contractor, signed by the SDSTAOwner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work or Work, an adjustment in the Contract Sum Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and the Contract Time may to be changed only adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner’s City Attorney. (b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates Contractor’s his agreement therewithwith all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. B. . EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The SDSTA, without invalidating execution of a Change Order by the Contract, may order Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the general scope executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Contract consisting Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of additionsextra work or any substitution, deletionschange, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other revisions, Amendment. The provisions of this Paragraph 7.1 shall control in the Contract Sum event of any inconsistency between such provisions and the Contract Time being adjusted accordinglyother provisions of this Article 7. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions See Subparagraph 10.3(a) of the Contract DocumentsGeneral Conditions for Change Orders under emergency conditions. C. (d) The method of determining the cost or credit to the SDSTA resulting from a Owner for any change in the Work shall be determined in one or more of the following waysfollowing: (1. By ) mutual acceptance of a not-to-exceed lump sum amount properly itemized and supported by sufficient substantiating data to permit evaluation and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(sevaluation; (2) involved in the proposed change, as applicable. 2. By unit prices stated in this the Contract Documents or subsequently agreed upon.; D. (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the force account method provided in Subparagraph 7.1(e) (e) If none the parties cannot agree to one of the methods set forth of calculating cost provided in this Article IVClauses (d) (1), paragraphs C1 and C2 is agreed upon(d) (2), or (d) (3), or if the parties agree to a method but cannot agree to a final dollar figure, or if the Contractor for whatever reason refuses to sign the Change Order in question, the Contractor, provided Contractor he receives a written order signed by the SDSTAOwner, shall promptly proceed with the Work involved. The cost of such the Work involved shall then be determined by the SDSTA calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changechanges, including, in the case of an increase in the Contract Sum, including a reasonable allowance for Contractor's feeoverhead and profit, such allowance in any case never to exceed 15%. In such case, the Contractor shall keep and presentan itemized accounting of the Work involved, on a daily basis, in such form as and with the SDSTA may prescribe, an itemized accounting together with appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for inclusion force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers compensation insurance; (2) costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a Change Ordernet decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change.

Change Orders. A. The Owner, without invalidating this Agreement, may order changes in the Project within the general scope of this Agreement consisting of additions, deletions or other revisions, with the GMP and the Substantial and /or Final Completion Dates being adjusted accordingly. All changes in the Project, not covered by an authorized contingency, shall be authorized by a Change Order signed by the Owner before the change is implemented. 10.1.1 A Change Order is a written order to the Contractor Construction Manager signed by the SDSTA, Owner issued after the execution of the Contractthis Agreement, authorizing a change Change in the Work Project, the Construction Phase Fee, or an adjustment the attributable to the Cost of the Project. 10.1.2 The increase or decrease in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA Guaranteed Maximum Price resulting from a change in the Work Project shall be determined in one or more of the following ways:: (Should any costs be required for design of a Alternative System that would be advantageous to the project and result in a deductive change order, the Construction Manager shall include the cost of the redesign services of the Architect so that the Owner can make proper assessment of the cost of such change. Payment for additional services shall be made by the Owner.) 1. By by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect‑Engineer and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable.Owner; 2. By by unit prices stated in this Contract the Agreement or subsequently agreed upon; 3. by cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; or 4. by the method provided in Subparagraph 10.1.3. D. 10.1.3 If none of the methods set forth in this Article IV, paragraphs C1 and C2 Clause 10.1.2 is agreed upon, the ContractorConstruction Manager, provided Contractor he receives a written order signed by the SDSTAOwner, shall promptly proceed with the Work work involved. The cost of such Work work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable work attributed to the change, including. However, in the case event a Change Order is issued under these conditions, the Construction Manager shall establish an estimated cost of an increase in the Contract Sum, a reasonable allowance for Contractor's feework and the Construction Manager shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, Contractor and also under Article 10.1.2 above, the Construction Manager shall keep and present, in such form as the SDSTA Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Direct Cost of the Project as outlined in Article 9. The amount of decrease in the Guaranteed Maximum Price to be allowed by the Construction Manager to the Owner for inclusion any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. 10.1.4 If unit prices are stated in the Agreement or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change Order, and that application of the agreed unit prices to the quantities of work proposed will cause substantial inequity to the Owner or the Construction Manager, the applicable unit prices and Guaranteed Maximum Price shall be equitably adjusted. 10.1.5 Should concealed conditions encountered in the performance of the work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Drawings, Specifications, or Owner furnished information or should unknown physical conditions exist below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, be encountered, the Guaranteed Maximum Price and the Substantial and/or Final Completion Dates shall be equitably adjusted by Change Order upon a request for Change Order in accordance with Article 10.2. 10.1.6 In the event the Construction Manager encounters on the site material reasonably believed to be asbestos or polychlorinated biphenyl (PCB) which has not been rendered harmless, petroleum waste, biohazardous substances, radioactive waste or any other substance falling within the category of hazardous or toxic waste under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) or any other state or federal environmental statute or regulation, hereinafter collectively referred to as "hazardous waste," the Construction Manager shall immediately stop work in the area affected and report the condition to the Owner in writing. Owner shall thereafter as soon as reasonably possible conduct a thorough investigation to determine if the suspected material in the affected area is in fact hazardous waste and shall certify to Construction Manager that such material is not hazardous waste or if such material is in fact hazardous waste that such hazardous waste has been abated and that it is safe to return to the affected area and resume work. The Construction Manager may require the Owner to furnish copies of reports of tests conducted by a qualified testing laboratory acceptable to Construction Manager verifying the absence of such hazardous waste before Construction Manager will be required to resume work. The Contract time and amount shall thereafter be equitably adjusted to account for the time lost due to the encountering of the hazardous waste and the reasonable cost associated therewith. The Construction Manager shall, through an analysis of network schedule, prove such time delays and associated costs. 10.1.7 The Construction Manager shall not be required to perform any work relating to hazardous waste without consent pursuant to the changes clause herein. 10.1.8 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Construction Manager and agents and employees of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from the encountering of hazardous waste at the project site, including but not limited to, any fines, assessments or other sanctions imposed under any federal or state environmental statute or regulation as well as costs or expenses associated with clean up or other abatement procedures, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Article 10.

Change Orders. A. The Owner, without invalidating this Agreement, may order Changes in the Project within the general scope of this Agreement consisting of additions, deletions or other revisions, the GMP, and the Construction Completion Date, being adjusted accordingly. All changes in the Project not covered by an authorized contingency must be authorized by Change Order signed by the Owner before the change is implemented. 1. A Change Order is a written order to the Contractor Construction Manager, signed by the SDSTA, Owner issued after the execution of the Contractthis Agreement, authorizing a change Change in the Work Project, the Construction Manager's fee, or an the Construction Completion date. Each adjustment in the Contract Sum or GMP resulting from a change order shall clearly separate the Contract Timeamount attributable to the Cost of the Project. Execution of a Change Order by the CM serves as a waiver and an accord and satisfaction of all issues related to the work identified in the Change Order. 2. The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment increase or decrease in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA Guaranteed Maximum Price resulting from a change in the Work Project shall be determined in one or more of the following ways: 1. (a) By mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect-Engineer and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(sOwner; (b) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract the Agreement or subsequently agreed upon; (c) By cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; or (d) By the method provided in Subparagraph 10.1.3. D. 3. If none of the methods set forth in this Article IV, paragraphs C1 and C2 Clause 10.1.2 is agreed upon, the ContractorConstruction Manager, provided Contractor he receives a written order signed by the SDSTAOwner, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable attributed to the change, including. However, in the case event a Change Order is issued under these conditions, the Architect-Engineer will establish an estimated cost of an increase in the Contract Sum, a reasonable allowance for Contractor's feework and the Construction Manager shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, Contractor and also under Article 10.1.2 above, the Construction Manager shall keep and present, in such form as the SDSTA Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Project as outlined in Article 9. The amount of decrease in the Guaranteed Maximum Price to be allowed by the Construction Manager to the Owner for inclusion any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. 4. If unit prices are stated in the Agreement or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change OrderOrder that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to the Owner or the Construction Manager, the applicable unit prices and Guaranteed Maximum Price shall be equitably adjusted. 5. Should concealed conditions encountered in the performance of the Work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Drawings, Specifications, or Owner furnished information, unless otherwise disclaimed, or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, be encountered, the Guaranteed Maximum Price and the Construction Completion date shall be equitably adjusted by Change Order upon a request for Change Order in accordance with Article 10.2.

Change Orders. A. A Change Order is COMPANY may, from time to time, submit to METRICS a written order request for changes to an existing Work Statement or Quote. If, in METRICS' reasonable judgment, METRICS can implement the Contractor signed by the SDSTArequested changes without requiring additional METRICS' work, issued after execution of the Contract, authorizing a change in the Work or an adjustment in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletionstime, or resources and without materially affecting METRICS' ability to maintain the project schedule and comply with its other revisionsobligations as set forth in such Work Statement or Quote, METRICS will provide COMPANY written notice thereof and will implement the Contract Sum requested change at no additional cost to COMPANY. Otherwise, provided in METRICS' reasonable judgment it can implement the requested change, METRICS will provide COMPANY with a written change order proposal for the additional work, time, and/or resources required to implement the requested change, including: (i) price change, (ii) impact on project schedule and compliance with METRICS' other obligations as set forth in such Work Statement or Quote, and (iii) a written amendment to such Work Statement or Quote reflecting any and all revisions to such Work Statement or Quote required to implement the Contract Time being adjusted accordinglyrequested change (each, a "Work Amendment"). All such changes in the Work shall be authorized by Change OrderCOMPANY may, at its discretion, accept or reject METRICS' change order proposal, and shall be performed under provide METRICS with written notice of its decision within fifteen (15) business days after its receipt of the applicable conditions change order proposal; provided, however, that, in any event, COMPANY will use reasonable efforts to respond as expeditiously as possible to any such change order proposals. If COMPANY does not respond in writing to METRICS' change order proposal within such fifteen (15) business day period (or any mutually agreeable extensions thereof), either by way of acceptance or rejection thereof or a request to negotiate the terms of the Contract Documents. C. The cost or credit to the SDSTA resulting from a change in the applicable Work Amendment, such Work Amendment immediately shall be determined null and void and of no legal effect and the original Work Statement or Quote shall continue in one full force and effect. Any and all changes and amendments to a Work Statement or more of Quote agreed to by the following ways: 1. By mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data parties pursuant to permit evaluation and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals this Section 2.3 (Change Orders) shall be supported pursuant to a Work Amendment executed by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicableboth parties. 2. By unit prices stated in this Contract or subsequently agreed upon. D. If none of the methods set forth in this Article IV, paragraphs C1 and C2 is agreed upon, the Contractor, provided Contractor receives a written order signed by the SDSTA, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable to the change, including, in the case of an increase in the Contract Sum, a reasonable allowance for Contractor's fee. In such case, Contractor shall keep and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order.

Change Orders. A. A Change Order is a written order to the Contractor signed by the SDSTA, issued after execution of the Contract, authorizing a change in the Work or an adjustment in the Contract Sum or the Contract Time. The Contract Sum Subcontractor shall make any and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order all changes in the Work within the general scope of the Contract consisting of Subcontract Work, including additions, deletions, or other revisions, as directed by Contractor by properly executed written directive. Such change by written directive shall not invalidate this SUBCONTRACT. Subcontractor shall promptly perform the Contract Sum and the Contract Time being adjusted accordinglychanged work as directed. All such changes in the Work shall be authorized by Change OrderOnce Subcontractor has received Contractor's written directive, and shall be performed under the applicable conditions Subcontractor is solely responsible for timely performance of the Contract Documents. C. The cost work as changed by the written directive. If Contractor and Subcontractor cannot agree on the amount of the addition or credit deletion to the SDSTA Subcontract Price resulting from a written directive, Subcontractor shall not be relieved of its obligation to perform the work as changed by Contractor's written directive. A DIRECTIVE SHALL BE DEEMED PROPERLY EXECUTED IF, AND ONLY IF, IT IS IN WRITING AND IT HAS BEEN EXECUTED BY CONTRACTOR'S OFFICERS, PROJECT MANAGER, PROJECT SUPERINTENDENT OR PROJECT ENGINEER. Within seven (7) days of first receiving a request for quotation or pricing information with respect to a change in the Subcontract Work, Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount of the addition to or the deduction from the Subcontract Price or the time for Subcontractor’s performance. Subcontractor shall provide quotations or documentation only to Contractor and not to OWNER. SAMPLE Subcontractor shall not make any changes in the Subcontract Work, or in any way cause or allow that work to deviate from the SUBCONTRACT DOCUMENTS, without a properly executed written directive from Contractor. If Subcontractor makes any changes in the Subcontract Work without a proper written directive from Contractor, such change constitutes an agreement by Subcontractor that it will not be paid for the changed work, even if it received verbal direction from Contractor or any form of direction, written or otherwise, from OWNER or any other person or entity. In addition, Subcontractor shall be determined liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in one any way arising out of any such change it makes without a proper written directive from Contractor. If a dispute arises between Contractor and Subcontractor about whether a written directive or more other occurrence entitles Subcontractor to additional compensation or time, or any dispute arises as to the amount of additional compensation or time to which Subcontractor is entitled, Subcontractor shall timely perform the following ways: 1. By mutual acceptance disputed work and shall give written notice of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation and acceptance to the SDSTA Representative claim for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor additional compensation and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract or subsequently agreed upon. D. If none of the methods set forth in this Article IV, paragraphs C1 and C2 is agreed upon, the Contractor, provided Contractor receives a written order signed by the SDSTA, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable to the change, including, in the case of an increase in the Contract Sum, a reasonable allowance time for Contractor's feeits performance for that disputed work. In such case, Contractor shall keep and present, in such form as Such written notice of claim must be given within the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order.earliest of:

Change Orders. ‌ One or more changes to the work within the general scope of this Construction Contract may be ordered by Change Order. With respect to all change order requests involving credit to the Owner or additional compensation to the Contractor, the Contractor shall (a) obtain from subcontractors and suppliers the best possible price quotations; (b) review such quotations to ascertain whether they are reasonable; (c) prepare an itemized accounting together with appropriate supporting data, including reasonable expenditures by, and savings to, those performing the scope of the Work involved in the proposed change; and (d) provide a reasonable price quotation to the Owner. The Contractor shall proceed with any such changes and same shall be accomplished in strict accordance with the Contract Documents and the following terms and conditions: A. A Change Order is shall mean a written order to the Contractor signed executed by the SDSTA, issued Owner and the Architect after execution of the this Construction Contract, authorizing directing a change in the Work or an adjustment in the Contract Sum or the Contract Time. The Contract Sum work and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA resulting from include a change in the Work Contract Price or the time for the Contractor’s performance, or any combination thereof; B. Any change in the Contract Price resulting from a Change Order shall be determined in one or more of the following waysas follows: 1. By mutual acceptance agreement between the Owner and the Contractor as evidenced by the change in the Contract Price being set forth in the Change Order executed by both parties; or 2. If no mutual agreement occurs between the Owner and Contractor, the change in the Contract Price, if any, shall be derived by determining the reasonable costs incurred or savings achieved, resulting from revisions in the work as computed by one of a the following methods chosen at the discretion of the Owner: a. A lump sum utilizing the most recent Means Cost Guide, as adjusted for Boise, Idaho, properly itemized and supported by sufficient substantiating data to permit evaluation evaluation; b. Labor and acceptance to materials costs stated in the SDSTA Representative for such purposesEscrowed Bid Documents attached as Exhibit C hereto. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of Provided, however, the Contractor and/or the Work of each subcontractor(smay add five percent (5%) involved in the proposed change, (as applicable. 2. By unit prices stated in this Contract or subsequently agreed upon. D. If none of the methods set forth in this Article IV, paragraphs C1 and C2 is agreed upon, a total for the Contractor, provided Contractor receives subcontractors, suppliers, consultants and agents) for all overhead and other indirect costs, and five percent (5%) (as a written order signed total for the Contractor, subcontractors, suppliers, consultants and agents) as profit, to be allocated by the SDSTAContractor among the Contractor, its subcontractors, suppliers, consultants and agents, as the Contractor may determine. c. Labor at the actual wage paid the employee, if any, plus the actual cost of materials, if any. Provided, however, the Contractor may add five percent (5%) (as a total for the Contractor, subcontractors, suppliers, consultants and agents) for all overhead and other indirect costs, and five percent (5%) (as a total for the Contractor, subcontractors, suppliers, consultants and agents) as profit, to be allocated by the Contractor among the Contractor, its subcontractors, suppliers, consultants and agents, as the Contractor may determine. Any such costs or savings shall promptly proceed be documented in the format and with such content and detail as the Work involvedOwner or the Architect requires. In no event shall the Change Order include consequential damages. C. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the work, this Construction Contract as thus amended, the Contract Price, and the time for performance by the Contractor. The cost Contractor, by executing the Change Order, waives and forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the work included within or affected by the executed Change Order; D. The Contractor shall notify and obtain the consent and approval of the Contractor’s Surety with reference to all Change Orders. The Contractor’s execution of the Change Order shall constitute the Contractor’s warranty to the Owner that the Surety has been notified of, and consents to, such Change Order and the Surety shall be conclusively deemed to have been notified of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures Change Order and savings of those performing the Work attributable to the change, including, in the case of an increase in the Contract Sum, a reasonable allowance for Contractor's fee. In such case, Contractor shall keep and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Orderhave expressly consented thereto.

Change Orders. A. (a) A Change Order is a written order to the Contractor Contractor, signed by the SDSTAOwner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work or Work, an adjustment in the Contract Sum Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and the Contract Time may to be changed only adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner’s City Attorney. (b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates Contractor’s his agreement therewithwith all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. B. . EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The SDSTA, without invalidating execution of a Change Order by the Contract, may order Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the general scope executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Contract consisting Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of additionsextra work or any substitution, deletionschange, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other revisions, Amendment. The provisions of this Paragraph 7.1 shall control in the Contract Sum event of any inconsistency between such provisions and the Contract Time being adjusted accordinglyother provisions of this Article 7. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions See Subparagraph 10.3(a) of the Contract Documents.General Conditions for Change Orders under emergency conditions. DocuSign Envelope ID: 0B2E709F-1B68-46D3-B102-6A54CF462BF3 C. (d) The method of determining the cost or credit to the SDSTA resulting from a Owner for any change in the Work shall be determined in one or more of the following waysfollowing: (1. By ) mutual acceptance of a lump not-to-exceed lump-sum amount properly itemized and supported by sufficient substantiating data to permit evaluation and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(sevaluation; or (2) involved in the proposed change, as applicable. 2. By unit prices stated in this the Contract Documents or subsequently agreed upon.; or D. (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the force account method provided in Subparagraph 7.1(e) (e) If none the parties cannot agree to one of the methods set forth of calculating cost provided in this Article IVClauses (d) (1), paragraphs C1 and C2 is agreed upon(d) (2), or (d) (3), or if the parties agree to a method but cannot agree on a final dollar figure; or if the Contractor for whatever reason refuses to sign the Change Order in question; the Contractor, provided Contractor he receives a written order signed by the SDSTAOwner, shall promptly proceed with the Work involved. The cost of such the Work involved shall then be determined by the SDSTA calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changechanges, including, in the case of an increase in the Contract Sum, including a reasonable allowance for Contractor's feeoverhead and profit, such allowance in any case never to exceed fifteen (15%) per cent. In such case, the Contractor shall keep and presentan itemized accounting of the Work involved, on a daily basis, in such form as and with the SDSTA may prescribe, an itemized accounting together with appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for inclusion force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker’s compensation insurance; (2) costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and DocuSign Envelope ID: 0B2E709F-1B68-46D3-B102-6A54CF462BF3 (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a Change Ordernet decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change.

Change Orders. A. (a) A Change Order is a written order to the Contractor Contractor, signed by the SDSTAOwner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work or Work, an adjustment in the Contract Sum Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and the Contract Time may to be changed only adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner’s City Attorney. (b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates Contractor’s his agreement therewithwith all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. B. . EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The SDSTA, without invalidating execution of a Change Order by the Contract, may order Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the general scope executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c) No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Contract consisting Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of additionsextra work or any substitution, deletionschange, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other revisions, Amendment. The provisions of this Paragraph 7.1 shall control in the Contract Sum event of any inconsistency between such provisions and the Contract Time being adjusted accordinglyother provisions of this Article 7. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions See Subparagraph 10.3(a) of the Contract DocumentsGeneral Conditions for Change Orders under emergency conditions. C. (d) The method of determining the cost or credit to the SDSTA resulting from a Owner for any change in the Work shall be determined in one or more of the following waysfollowing: (1. By ) mutual acceptance of a lump not-to-exceed lump-sum amount properly itemized and supported by sufficient substantiating data to permit evaluation and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(sevaluation; or (2) involved in the proposed change, as applicable. 2. By unit prices stated in this the Contract Documents or subsequently agreed upon.; or D. (3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4) the forceaccount method provided in Subparagraph 7.1(e) (e) If none the parties cannot agree to one of the methods set forth of calculating cost provided in this Article IVClauses (d) (1), paragraphs C1 and C2 is agreed upon(d) (2), or (d) (3), or if the parties agree to a method but cannot agree on a final dollar figure; or if the Contractor for whatever reason refuses to sign the Change Order in question;the Contractor, provided Contractor he receives a written order signed by the SDSTAOwner, shall promptly proceed with the Work involved. The cost of such the Work involved shall then be determined by the SDSTA calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changechanges, including, in the case of an increase in the Contract Sum, including a reasonable allowance for Contractor's feeoverhead and profit, such allowance in any case never to exceed fifteen (15%) per cent. In such case, the Contractor shall keep and presentan itemized accounting of the Work involved, on a daily basis, in such form as and with the SDSTA may prescribe, an itemized accounting together with appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for inclusion force account work are limited to the following: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker’s compensation insurance; (2) costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4) costs of premiums for all bonds and insurance related to the Work; and (5) additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. (f) The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a Change Ordernet decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change.

Change Orders. A. The Owner, without invalidating this Agreement, may order changes in the Project within the general scope of this Agreement consisting of additions, deletions, or other revisions, the Guaranteed Maximum Price, and the Final Completion Date, being adjusted accordingly. All changes in the Project not covered by an authorized contingency shall be authorized by Change Order signed by the Owner before the change is implemented. 10.1.1 A Change Order is a written order to the Contractor signed by the SDSTA, Owner issued after the execution of the Contractthis Agreement, authorizing a change Change in the Work Project, the Contractor's fee, or an the Final Completion date. Each adjustment in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A Guaranteed Maximum Price resulting from a Change Order signed by shall clearly separate the Contractor indicates Contractor’s agreement therewith, including amount attributable to the adjustment Cost of the Project. 10.1.2 The increase or decrease in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA Guaranteed Maximum Price resulting from a change in the Work Project shall be determined in one or more of the following ways: (1. By ) by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect-Engineer and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported Owner; (2) by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract the Agreement or subsequently agreed upon; (3) by cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; or (4) by the method provided in Article 10.1.3. D. 10.1.3 If none of the methods set forth in this Article IV, paragraphs C1 and C2 10.1.2 is agreed upon, the Contractor, provided Contractor receives a written order signed by the SDSTAOwner is received, shall promptly proceed with the Work work involved. The cost of such Work work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable work attributed to the change, including. However, in the case event a Change Order is issued under these conditions, the Architect-Engineer will establish an estimated cost of an increase in the Contract Sum, a reasonable allowance for Contractor's feework and the Contractor shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, Contractor shall keep case and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order.under Article

Change Orders. A. A Change Order is By issuance of a written change order to the Contractor signed by Supplier from the SDSTASnap-on Representative, issued after execution Snap-on may, at any time during the term of the Contract, authorizing a change in the Work or an adjustment in the Contract Sum or the Contract Time. The Contract Sum this Agreement and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the ContractAgreement, make changes in, additions or deletions to the part drawings. It is understood that any such changes shall be made by Supplier. Such Change Orders shall be incorporated into the Specifications. If such change increases or decreases the cost of or time for performing the Services hereunder, an equitable adjustment may order changes be made in the Work payment to the Supplier and/or the time for performance after Snap-on’s written approval. TOOLING TERMINATION AND DISCONTINUANCE OBLIGATIONS Either party shall have the right to immediately terminate this Agreement if: (a) the other party breaches this Agreement and does not completely remedy a curable breach within thirty (30) days after receiving notification from the general scope other party; (b) upon written notice to the other party that such party committed an incurable breach; (c) the other party becomes insolvent or bankrupt, files for reorganization or a receiver or trustee is appointed; or (d) the other party merges, is acquired or effects a substantial change in asset, ownership or management. In any event, Snap-on shall have the right to terminate this Agreement for convenience, without cause, effective upon written notice. Supplier shall cease production immediately upon receipt of notice of termination from Snap-on for any undelivered Tooling. Upon termination by Snap-on for convenience, Supplier shall provide Snap-on with a detailed invoice showing costs for non-industry standard materials. Snap-on will pay undisputed invoice within sixty (60) days and shall have the option to have all non-industry standard material delivered to a location of Snap-on’s choosing and at Snap-on’s expense. Snap-on shall have the right, with appropriate documentation, to set-off any payments due Supplier against claims against the Supplier by a third party. FREIGHT AND DELIVERY TERMS Tooling will be delivered to [Insert Supplier Name and Address] Freight. Supplier will pay all freight. Except to the extent that loss or damage arises out of or results from the negligence or willful misconduct of Snap-on, Supplier shall bear the risk of loss or damage to any Tooling until (1) delivery of the Contract consisting Tooling at the destination specified in Section 11.a. or otherwise directed by the Snap-on Representative in writing and (2) acceptance by Snap-on has occurred, After delivery and acceptance, Snap-on shall bear the risk of additionsloss or damage to the Tooling, deletionsexcept to the extent that loss or damage arises out of or results from the negligence or willful misconduct of Supplier, its agents or other revisionssubcontractors. Unless otherwise specified herein, title to the Contract Sum Tooling furnished by Supplier shall vest in Snap-on when the Tooling has been delivered at the location designated pursuant to this Agreement and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized Services after delivery have been completed and accepted by Change Order, and shall be performed under the applicable conditions of the Contract DocumentsSnap-on's representative. C. The cost or credit to the SDSTA resulting from a change in the Work shall be determined in one or more of the following ways: 1. By mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract or subsequently agreed upon. D. If none of the methods set forth in this Article IV, paragraphs C1 and C2 is agreed upon, the Contractor, provided Contractor receives a written order signed by the SDSTA, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable to the change, including, in the case of an increase in the Contract Sum, a reasonable allowance for Contractor's fee. In such case, Contractor shall keep and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order.

Change Orders. A. A Change Order is a written order to the Contractor signed by the SDSTA, issued after execution of the Contract, authorizing a change in the Work or an adjustment in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates Contractor’s agreement therewith, including the adjustment in the Contract Sum or the Contract Time. B. The SDSTAOwner, without invalidating the Contractthis Agreement, may order changes in the Work Project within the general scope of the Contract this Agreement consisting of additions, deletions, or other revisions, the Contract Sum Guaranteed Maximum Price, and the Contract Time Final Completion Date, being adjusted accordingly. All such changes in the Work Project not covered by an authorized contingency shall be authorized by Change OrderOrder signed by the Owner before the change is implemented. 10.1.1 A Change Order is a written order to the Construction Manager signed by the Owner issued after the execution of this Agreement, and authorizing a Change in the Project, the Construction Manager's fee, or the Final Completion date. Each adjustment in the Guaranteed Maximum Price resulting from a Change Order shall be performed under clearly separate the applicable conditions amount attributable to the Cost of the Contract DocumentsProject. C. 10.1.2 The cost increase or credit to decrease in the SDSTA Guaranteed Maximum Price resulting from a change in the Work Project shall be determined in one or more of the following ways: (1. By ) by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect-Engineer and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported Owner; (2) by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract the Agreement or subsequently agreed upon; (3) by cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; or (4) by the method provided in Article 10.1.3. D. 10.1.3 If none of the methods set forth in this Article IV, paragraphs C1 and C2 10.1.2 is agreed upon, the ContractorConstruction Manager, provided Contractor receives a written order signed by the SDSTAOwner is received, shall promptly proceed with the Work work involved. The cost of such Work work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable work attributed to the change, including. However, in the case event a Change Order is issued under these conditions, the Architect- Engineer will establish an estimated cost of an increase in the Contract Sum, a reasonable allowance for Contractor's feework and the Construction Manager shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, Contractor shall keep case and present, in such form as the SDSTA may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order.under Article

Change Orders. A. The Owner, without invalidating this Agreement, may order Changes in the Project within the general scope of this Agreement consisting of additions, deletions or other revisions, the GMP, and the current construction schedule, being adjusted accordingly. All changes in the Project not covered by an authorized contingency shall be authorized by Change Order signed by the Owner before the change is implemented. 10.1.1 A Change Order is a written order to the Contractor Construction Manager signed by the SDSTAOwner, issued after the execution of the Contractthis Agreement, authorizing a change Change in the Work Project, the Construction Manager's fee, or an the current construction schedule. Each adjustment in the Contract Sum or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A GMP resulting from a Change Order signed by shall clearly separate the Contractor indicates Contractor’s agreement therewith, including amount attributable to the adjustment Cost of the Project. 10.1.2 The increase or decrease in the Contract Sum or the Contract Time. B. The SDSTA, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. C. The cost or credit to the SDSTA Guaranteed Maximum Price resulting from a change in the Work Project shall be determined in one or more of the following ways: (1. By ) by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the Architect-Engineer and acceptance to the SDSTA Representative for such purposes. Such lump sum proposals shall be supported Owner; (2) by a completely detailed analysis of the proposed change subdivided into the Work of the Contractor and/or the Work of each subcontractor(s) involved in the proposed change, as applicable. 2. By unit prices stated in this Contract the Agreement or subsequently agreed upon; (3) by cost as defined in Article 9 and a mutually acceptable fixed or percentage fee; or (4) by the method provided in Subparagraph 10.1.3. D. 10.1.3 If none of the methods set forth in this Article IV, paragraphs C1 and C2 Clause 10.1.2 is agreed upon, the ContractorConstruction Manager, provided Contractor it receives a written order signed by the SDSTAOwner, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the SDSTA on the basis of the reasonable expenditures and savings of those performing the Work attributable attributed to the change, including. However, in the case event a Change Order is issued under these conditions, the Architect- Engineer will establish an estimated cost of an increase in the Contract Sum, a reasonable allowance for Contractor's feework and the Construction Manager shall not perform any work whose cost exceeds that estimate without prior written approval by the Owner. In such case, Contractor and also under Article 10.1.2 above, the Construction Manager shall keep and present, in such form as the SDSTA Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Project as outlined in Article 9. The amount of decrease in the Guaranteed Maximum Price to be allowed by the Construction Manager to the Owner for inclusion any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. 10.1.4 If unit prices are stated in the Agreement or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change OrderOrder that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to the Owner or the Construction Manager, the applicable unit prices and Guaranteed Maximum Price shall be equitably adjusted. 10.1.5 Should concealed conditions encountered in the performance of the Work below the surface of the ground or should concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Drawings, Specifications, or Owner furnished information or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, be encountered, the Guaranteed Maximum Price and the Construction Completion date shall be equitably adjusted by Change Order upon a request for Change Order in accordance with Article 10.2, provided, however, that no such adjustment shall be made if the Construction Manager has failed to comply with the requirements of Article 2.2(2).