Common use of Changes in the Work Clause in Contracts

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the WorkThe Principal Representative may designate, without invalidating the Agreement, and with the approval of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the Work, the Contract sum being adjusted accordingly. All such changes in the Work shall be within the general scope of and be executed under the conditions of the Contract, except that any claim for extension of time made necessary due to changethe change or any claim of other delay or other impacts caused by or resulting from the change in the Work shall be presented by the Contractor and adjusted by Change Order to the extent known at the time such change is ordered and before proceeding with the extra or changed Work. Any claims for extension of time or of delay or other impacts, increase and any costs associated with extension of time, delay or decrease other impacts, which are not presented before proceeding with the change in the Work, and which are not adjusted by Change Order to the extent known, shall be waived. Except The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life or property, no addition extra Work or changes to change in the Work Contract Documents shall be made except upon unless by 1) a written order of OwnerChange Order, approved by the Principal Representative, State Buildings Program, and Owner shall not be liable the State Controller prior to Construction Contractor for any increased compensation proceeding with the changed Work; or adjustment to 2) by an Emergency Field Change Order approved by the Contract Time without such written order. AccordinglyPrincipal Representative and State Buildings Program as hereafter provided in Article 35C, no course of conduct Emergency Field Ordered Changed Work; or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched 3) by any alteration of or addition to the Work, whether or not there is, an allocation in fact, any unjust enrichment to the Work, shall be a basis writing of any claim to an increase in any amounts due under the Contract Documents or a change in any time period allowance already provided in the encumbered contract amount, the Contract Documentssum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period sum shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth hereinvalid unless so ordered. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up mark-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up mark-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 10.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, Work to change, increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction the Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Any alleged changes must be approved by Owner in writing prior to starting such items. Owner will not be responsible for the costs of any changes commenced without Owner’s Change Order express prior written approval. Failure to obtain such prior written approval process for any changes will be deemed: (i) a waiver of any claim by Contractor for such items and shall manage progress (ii) an admission by Contractor that such items are in fact not a change but rather are part of the Work accordinglyrequired of Contractor hereunder. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 10.2 A Change Order, in the form attached as Exhibit H E to the this Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, issued and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning the requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 10.3 If Owner and Construction Contractor are unable to agree on a Change Order for a the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change DirectiveWork Directive Change. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with the Owner’s 's adjustment determination, Construction Contractor must make a Claim claim pursuant to Section 13 11 of these General Terms and Conditions or else be deemed to have waived any Claim claim on this matter it might otherwise have had on that matterhad. 12.4 10.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction the increase shall be limited to the Contractor’s actual 's reasonable direct labor and material costs and reasonable direct Cost actual equipment costs as a result of the Work change (including bond premiums)allowance for labor burden costs) plus a maximum ten percent (10%) markup for all overhead and profit. In the event such change Work is performed by subcontractors or sub-subcontractorsa Subcontractor, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their for all Subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted; provided, howeverwith a maximum five percent (5%) markup thereon by the Contractor for all of its overhead and profit, there for a total maximum markup of fifteen percent (15%). All compensation due Contractor and any Subcontractor or sub-subcontractor for field and home office overhead is included in the markups noted above. No markup shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses placed on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order worksales tax, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program shipping or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Worksubcontractor markup. 12.5 10.5 Owner shall have the right to conduct an audit of Construction Contractor’s 's books and records, as well as those of its subcontractors and suppliers, records to verify the accuracy of Construction the Contractor’s 's claim with respect to Construction Contractor’s 's costs associated with any Change Order or Construction Change DirectiveWork Directive Change. 10.6 The Project Manager shall have authority to order minor changes in the Work not involving an adjustment to the Contract Amount or an extension to the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes may be effected by Field Order or by other written order. Such changes shall be binding on the Contractor. 10.7 Any modifications to this Contract shall be in compliance with the County procurement ordinance and policies and Administrative Procedures in effect at the time such modifications are authorized.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, Work to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include Except in an analysis of impacts to cost and time, if any, to perform additional workemergency endangering life or property, or delete Workfor minor changes ordered by the Design Professional, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods no addition or changes to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according made except upon written order of Owner, and Owner shall not be liable to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes for any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change increased compensation or adjustment to the Contract Amount Time without such written order. No officer, employee or Contract Time agent of Owner is authorized to direct any extra or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth hereinchanged work orally. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by the Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning the requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up mark-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided. Provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00)$ , Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage percent ( %) of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00)$ . If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00)$ , not taking into consideration for the purpose of this calculation any deductive Deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Contractor’s Fee shall be reduced in the amount of a fixed percentage % of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive. 12.6 Design Professional may direct Construction Contractor to make nonmaterial changes to the Work, so long as such changes do not require or result in any adjustment to the Contract Amount, Contract Time or Project quality, and are generally within the scope of the Work. All such changes must be evidenced by a written order from Design Professional to Construction Contractor, with a copy to Owner. Construction Contractor shall comply with all such orders.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the partiesParties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 10.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, Work to change, increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction the Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Any alleged changes must be approved by Owner in writing prior to starting such items. Owner will not be responsible for the costs of any changes commenced without Owner’s Change Order express prior written approval. Failure to obtain such prior written approval process for any changes will be deemed: (i) a waiver of any claim by Contractor for such items and shall manage progress (ii) an admission by Contractor that such items are in fact not a change but rather are part of the Work accordinglyrequired of Contractor hereunder. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 10.2 A Change Order, in the form attached as Exhibit H E to the this Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, issued and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning the requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 10.3 If Owner and Construction Contractor are unable to agree on a Change Order for a the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Work Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with the Owner’s 's adjustment determination, Construction Contractor must make a Claim claim pursuant to Section 13 11 of these General Terms and Conditions or else be deemed to have waived any Claim claim on this matter it might otherwise have had on that matterhad. 12.4 10.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction the increase shall be limited to the Contractor’s actual 's reasonable direct labor and material costs and reasonable direct Cost actual equipment costs as a result of the Work change (including bond premiums)allowance for labor burden costs) plus a maximum ten percent (10%) markup for all overhead and profit. In the event such change Work is performed by subcontractors or sub-subcontractorsa Subcontractor, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their for all Subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted; provided, howeverwith a maximum five percent (5%) markup thereon by the Contractor for all of its overhead and profit, there for a total maximum markup of fifteen percent (15%). All compensation due Contractor and any Subcontractor or sub-subcontractor for field and home office overhead is included in the markups noted above. No markup shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses placed on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to sales tax, shipping or subcontractor markup. 10.5 Owner, or any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost duly authorized agents or representatives of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00)County, Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s 's books and records, as well as those of its subcontractors and suppliers, records to verify the accuracy of Construction the Contractor’s 's claim with respect to Construction Contractor’s 's costs associated with any Payment Application, Change Order or Construction Change DirectiveWork Directive Change. 10.6 The Project Manager shall have authority to order minor changes in the Work not involving an adjustment to the Contract Amount or an extension to the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes may be effected by Field Order or by other written order. Such changes shall be binding on the Contractor. 10.7 Any modifications to this Contract shall be in compliance with the County procurement ordinance and policies and Administrative Procedures in effect at the time such modifications are authorized.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) -day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 . If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 . Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 12.2 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section Paragraph 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 12.3 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up mark-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 No/100ths Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up mark- up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00.), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 No/100ths Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 12.4 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day 14)-day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up mark-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up mark-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00$ ), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00$ ). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00$ ), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without Without invalidating the Contract, the City may, at any time or from time to changetime, order additions, deletions or revisions in the work authorized by written Change Orders or directives. Upon receipt of a Change Order, the Contractor will proceed with the work involved. All such work shall be executed under the applicable conditions of the Contract documents. If any Change Order causes an increase or decrease in the Contract Amount or any extension or shortening of the Contract Time, an equitable adjustment will be made. Additional Work performed by the Contractor without authorization of a Change Order will not entitle them to an increase in the Contract Amount or any extension of the Contract Time, except in the case of an emergency (subject to approval by City Manager or designee). It is the Contractor's responsibility to notify their Surety of any changes affecting the general scope of the Work or change of the Contract Amount and the amount of the applicable bonds shall be adjusted accordingly, and an amended bond document furnished to the City. In the event the City directs the Contractor to make a change in the Work. Except , and if the City and the Contractor do not arrive at a mutually acceptable increase or decrease in an emergency endangering life the Contract Amount, the contractor shall not use any such lack of mutual acceptance as a basis or propertycause to stop or otherwise delay the progress or the execution and completion of any of the work ordered, no addition directed or changes required pursuant to the Work Contract Documents. If the Contractor believes an event or situation has occurred which justifies a change in the Contract Amount or Contract Time, he shall deliver a written notice to the City Manager or designee. Each such written notice shall be made except upon delivered promptly and no later than fifteen (15) business days after the Contractor first discovered the occurrence. The Contractor shall be deemed to have waived the right to collect any and all costs incurred more than fifteen (15) business days prior to the date of delivery of the written order notice and shall be deemed to have waived the right to seek an extension of Owner, and Owner the Contract Time with respect to any delay in the Progress Schedule which accrued more than fifteen (15) business days prior to the date of delivery of the written notice. Any such notice shall not be liable include sufficient detail to Construction Contractor explain the basis of entitlement to a claim for any increased compensation or an adjustment to the Contract Amount of Contract Time. When requested by the City Manager or designee, the Contractor shall furnish any additional information and details as may be required to determine the facts or allegations involved, which shall be provided within fifteen (15) business days of the request unless a longer time period is allowed by the City Manager or designee. The Contractor shall prepare bids detailing proposed adjustments to Contract Amount and/or Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions and submit them to the Work, and no claim that Owner has been unjustly enriched by any alteration City Manager or designee within fifteen (15) business days of the City’s issuance of a proposed Change Order or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be Contractor’s submitting a basis written notice of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit claim for an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification adjustment to the Contract Amount or Contract Time and, if directed by Owner in writing, the change Time. Contractor’s bids shall be performed by Construction Contractor without additional compensation. Owner’s request irrevocable for a proposed change does not authorize Construction Contractor to commence performance period of at least sixty (60) business days after receipt by the change, unless otherwise specified in writingCity. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change Any delay in the scope submittal of the Work that justifies a change to the complete, adequate and acceptable bid will not justify an increase in Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the CORTime. Contractor may request additional compensation and/or time through a COR but not for instances agrees that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior it shall give the City access to the date the COR is submitted. Construction any and all of Contractor’s failure and Subcontractors’ books, records and other materials relating to initiate a COR within such period shall be deemed a waiver of the right proposed Change Orders and other claims for adjustment to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, Work under any Work Authorization to change, increase or decrease the that Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include Except in an analysis of impacts to cost and time, if any, to perform additional workemergency endangering life or property, or delete Workfor minor changes ordered by Design Professional, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods no addition or changes to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according made except upon written order of Owner, and Owner shall not be liable to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes for any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change increased compensation or adjustment to the Contract Amount Time without such written order. No officer, employee or Contract Time agent of Owner is authorized to direct any extra or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth hereinchanged work orally. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning the requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The applicable Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the applicable Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract AmountAmount and a GMP and/or lump sum price has been established for that Work, a Change Order shall be issued which increases or decreases the GMP and/or lump sum price by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and or sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided. Unless otherwise expressly provided in the Work Authorization applicable to the subject Work, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the any Construction Management Fee Contractor fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive. 12.6 Design Professional may direct Construction Contractor to make nonmaterial changes to the Work, so long as such changes do not require or result in any adjustment to the Contract Amount, Contract Time or Project quality, and are generally within the scope of the Work. All such changes must be evidenced by a written order from Design Professional to Construction Contractor, with a copy to Owner. Construction Contractor shall comply with all such orders.

Changes in the Work. 12.1 Owner shall have 12.1. By appropriate Modification, changes in the right at any time during the progress Work may be accomplished after execution of the WorkContract. The Customer, without invalidating the Contract, may order changes in the work within the general scope of the contract consisting of additions, deletions, or other revisions, with the Contract Price and Contract Time being adjusted accordingly in writing. 12.2. Sertex shall have no obligation to changecomply with oral changes to the work received from Customer unless Sertex deems that such changes will not impact the cost, increase time to perform, or decrease the integrity of the Work. Except If Sertex believes that any oral change request may involve a change in an emergency endangering life the cost, time to perform, or propertythe integrity of the Work, no addition or Sertex hall require that the change be given by Customer in writing and shall comply with the provisions set forth in the Contract Documents. 12.3. If a Change Order is requested by Sertex, Sertex shall submit a Change Order Request to Customer’s authorized representative in accordance with the Contract Documents. A Change Order Request shall include a statement of the change to the Work along with the estimated cost for the change in the Work. Any requests for time extensions shall be accompanied by a statement explaining the impact to the completion of the Work. The pricing for changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to in accordance with the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided unit prices set forth in the Contract Documents, to the extent applicable, or mutual acceptance of a properly itemized and supported lump sum including a mark-up for Sertex’s overhead and profit,. 12.4. No officerCustomer shall respond to accept, employee reject in whole, or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Ownerreject in part Sertex’s Change Order approval process and shall manage progress Request promptly, but in no event, not more than five (5) business days from receipt of the Work accordinglyChange Order Request. 12.1.1 Promptly after being notified 12.5. No change in the Work shall be effective unless Customer has approved the change, in writing through the issuance of a Change Order, which shall clearly define any increase, decrease, or no change in compensation and the time period, or unless Customer’s prior approval would detrimentally affect Sertex’s work operations. 12.6. Unless Customer gives prior approval, Sertex shall not suspend performance of this Contract pending the review and negotiation of any Change Order Request. The unit prices contained in this Contract shall constitute the basis for the pricing of all changes under this Contract, and the deliverables shall remain unchanged until and unless the parties mutually agree to a Change Order in writing. 12.7. If Customer and Sertex are unable to reach agreement for pricing of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result for performance of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional changed work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit Sertex shall make a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order claim in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change provided in the Work that is the subject of the Change OrderSection 14.0, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract TimeClaims. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 10.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, Work to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include Except in an analysis of impacts to cost and time, if any, to perform additional workemergency endangering life or property, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed minor changes ordered by Design Professional that the change described in Owner’s request for a proposed change will not result in a modification an increase in compensation or adjustment to the Contract Amount Time, no addition or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor changes to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according made except upon written order of Owner, and Owner shall not be liable to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes for any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change increased compensation or adjustment to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Workwithout such written order. NO OFFICER, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth hereinEMPLOYEE OR AGENT OF OWNER IS AUTHORIZED TO DIRECT ANY EXTRA OR CHANGED WORK ORALLY. 12.2 10.2 A Change Order, in the form attached prescribed by the Owner on the Owner’s Web Page as Exhibit H to of the Agreementdate of this agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning the requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 10.3 If Owner and Construction Contractor are unable to agree on a Change Order for a the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim claim it might otherwise have had on that matter. 12.4 10.4 In the event a requested change is approved by Owner which results in either an increase or decrease to and Construction Contractor, the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall Amount will not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Workchanged’. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive10.5 Intentionally deleted.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without Without invalidating the Contract, the City may, at any time or from time to changetime, order additions, deletions or revisions in the work authorized by written Change Orders or directives. Upon receipt of a Change Order, the Contractor will proceed with the work involved. All such work shall be executed under the applicable conditions of the Contract documents. If any Change Order causes an increase or decrease in the Contract Amount or any extension or shortening of the Contract Time, an equitable adjustment will be made. Additional Work performed by the Contractor without authorization of a Change Order will not entitle them to an increase in the Contract Amount or any extension of the Contract Time, except in the case of an emergency (subject to approval by City Manager or designee). It is the Contractor's responsibility to notify their Surety of any changes affecting the general scope of the Work or change of the Contract Amount and the amount of the applicable bonds shall be adjusted accordingly, and an amended bond document furnished to the City. In the event the City directs the Contractor to make a change in the Work. Except , and if the City and the Contractor do not arrive at a mutually acceptable increase or decrease in an emergency endangering life the Contract Amount, the contractor shall not use any such lack of mutual acceptance as a basis or propertycause to stop or otherwise delay the progress or the execution and completion of any of the work ordered, no addition directed or changes required pursuant to the Work Contract Documents. If the Contractor believes an event or situation has occurred which justifies a change in the Contract Amount or Contract Time, he shall deliver a written notice to the City Manager or designee. Each such written notice shall be made except upon delivered promptly and no later than fifteen (15) business days after the Contractor first discovered the occurrence. The Contractor shall be deemed to have waived the right to collect any and all costs incurred more than fifteen (15) business days prior to the date of delivery of the written order notice and shall be deemed to have waived the right to seek an extension of Owner, and Owner the Contract Time with respect to any delay in the Progress Schedule which accrued more than fifteen (15) business days prior to the date of delivery of the written notice. Any such notice shall not be liable include sufficient detail to Construction Contractor explain the basis of entitlement to a claim for any increased compensation or an adjustment to the Contract Amount of Contract Time. When requested by the City Manager or designee, the Contractor shall furnish any additional information and details as may be required to determine the facts or allegations involved, which shall be provided within fifteen (15) business days of the request unless a longer time period is allowed by the City Manager or designee. The Contractor shall prepare bids detailing proposed adjustments to Contract Amount and/or Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions and submit them to the Work, and no claim that Owner has been unjustly enriched by any alteration City Manager or designee within fifteen (15) business days of the City’s issuance of a proposed Change Order or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be Contractor’s submitting a basis written notice of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit claim for an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification adjustment to the Contract Amount or Contract Time and, if directed by Owner in writing, the change Time. The contractor’s bids shall be performed by Construction Contractor without additional compensation. Owner’s request irrevocable for a proposed change does not authorize Construction Contractor to commence performance period of at least sixty (60) business days after receipt by the change, unless otherwise specified in writingCity. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change Any delay in the scope submittal of the Work that justifies a change to the complete, adequate and acceptable bid will not justify an increase in Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the CORTime. Contractor may request additional compensation and/or time through a COR but not for instances agrees that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior it shall give the City access to the date the COR is submitted. Construction any and all of Contractor’s failure and Subcontractors’ books, records and other materials relating to initiate a COR within such period shall be deemed a waiver of the right proposed Change Orders and other claims for adjustment to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 Owner 20.1 The CRA may order written additions to or deductions from the Work. All changes in the Work not covered by an authorized contingency shall be authorized by Change Order signed by the CRA and Developer before the change is implemented. The CRA’s Project Manager will have authority to make minor changes in the right at any time during Work not involving extra cost or contingency, and not inconsistent with the progress purpose of the Work, without invalidating . 20.2 If the Contract, to change, increase Developer believes that a variation or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be change justifies a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided modification in the Contract Documents. No officerGuaranteed Maximum Price, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to Developer may submit a written proposal or request additional time for submitting change order at its expense. If a request for change order is made, the proposal within Developer is not authorized to vary the fourteen (14) day time period, it Work unless a written Change Order is issued by the CRA. No change order shall be presumed that valid unless executed by the change described authorized signatory of the CRA and Developer. The Developer shall notify the CRA within forty-eight (48) hours of any occurrence which, in Owner’s request for the opinion of the Contractor, entitles it to an adjustment of the price or a proposed change will not result in time extension. For the purposes of this paragraph, a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change day shall be performed by Construction Contractor without additional compensationdefined as any business day of twenty-four hours, Monday through Friday, excluding holidays. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be The CRA may execute a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change order authorizing any changes in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (adjustments in the price and extensions of time. Subject to be followed by substantiating datathe exception in Section 20.5(d), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement and release by Developer of all matters relating to the change in the Work that which is the subject of the Change Order, including including, but not limited to, all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount Guaranteed Maximum Price and the Contract Timetime. 12.3 20.3 Subject to Article 20.5(d) below, the Developer expressly acknowledges that commencing work without a written Change Order executed by CRA and Developer in advance of commencement of Work waives any claim by Developer to additional contract sums or time. 20.4 At Owner’s request, a bond rider from the Surety increasing the penal sum of the Bond shall be submitted to the City with each change order that increases the Guaranteed Maximum Price. 20.5 The increase or decrease in the Guaranteed Maximum Price resulting from a change in the Work shall be determined in one or more of the following ways: (a) by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation by the CRA; (b) by unit prices stated in the Developer’s Proposal or subsequently agreed upon; (c) by cost and a mutually acceptable fixed or percentage fee; or (d) by the following method: If Owner Developer and Construction Contractor are unable to the CRA cannot agree on the adjustment, Developer shall promptly proceed with the Work involved only with written approval by the City, with each party expressly reserving their contractual and legal rights. The cost of such Work shall then be determined on the basis of the reasonable expenditures and savings of those performing the Work attributed to the change. However, in the event a Change Order for a requested changeis issued under these conditions, Construction Contractor shall, nevertheless, promptly the CRA’s Project Manager will establish an estimated cost of the Work and the Developer shall not perform any Work whose cost exceeds that estimate without prior written approval by the change as directed by Owner in a written Construction Change DirectiveCity. In that eventsuch case, the Contract Amount Developer shall keep and Contract Time shall present, in such form as the City may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Work. The amount of decrease in the Guaranteed Maximum Price to be adjusted as directed allowed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant the Developer to Section 13 of these General Terms and Conditions the City for any deletion or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or a net decrease to the Contract Amount, a Change Order shall in cost will be issued which increases or decreases the GMP by the amount of Construction Contractor’s the actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Worknet decrease. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 9.1 Owner reserves the right to make any deductions from or additions to the Work on giving due notice in writing to Builder, the cost of any such changes to be agreed upon in advance by Owner and Builder, and added to, or deducted from the total Contract Price for any affected Vessel. If any such change will affect the Delivery Date(s) of a Vessel(s), or if any delays shall have occurred which, according to the right at any time during the progress terms of this Agreement, require an adjustment of the WorkDelivery Date(s), the Delivery Date(s) shall be adjusted accordingly. A statement of the increased or reduced amount of the Contract Price, and/or any adjustment to the Delivery Date, shall be submitted in Change Order form to Owner by Builder, and must be approved by Owner in writing before any change in the Work is performed by Builder. Said Change Order shall be agreed or disputed in writing by Owner, and shall be deemed approved if not disputed in writing, within three (3) Working Days of receipt of Builder’s submittal. The Change Order form to be utilized is attached hereto as Exhibit I. 9.2 Changes in the Work or to any Contract Document may be accomplished after execution of this Agreement, and without invalidating the Contract, by Change Order, subject to changethe limitations herein. 9.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and Builder shall proceed promptly on those, unless otherwise provided in the Change Order. 9.4 When Owner and Builder agree on adjustments in the Contract Price or adjustments of the Delivery Date, or Modifications in the Specifications or any Contract Documents or otherwise reach agreement upon the adjustments, such agreement shall be effective only upon execution of an appropriate Change Order, signed only by the authorized signatories identified in Article 21.2. Contract No. 1420110868 26 November 14, 2011 Initials ▇▇▇▇▇▇▇▇ OFFSHORE SERVICES, LLC CONFIDENTIAL 9.5 If Builder wishes to make a claim for an increase in the Contract Price for any change in any part of the Work or decrease if changes to the applicable rules of the Regulatory Agencies require changes to the Contract Documents as contemplated in Article 2.5, it shall give Owner written notice thereof in the form of a proposed Change Order. This proposed Change Order shall be given by Builder before proceeding to execute the relevant portion of the Work. Except , except in an emergency endangering life or propertyproperty in which case Builder may proceed. No such claim shall be valid unless so made, no and approved in writing signed by one of the authorized signatories of the Owner identified in Article 21.2, in the form of an approved Change Order. If Owner and Builder cannot agree on the amount of the adjustment in the Contract Price or the adjustment of the Delivery Date, Owner may direct Builder to perform such change in the Work and shall pay Builder for Work performed in furtherance of the Change Order on the basis set forth in Article 9.7, without waiver of Owner’s right to thereafter submit the dispute to arbitration pursuant to Article 25 hereof. 9.6 Cost of any change considered an addition or changes a deletion shall be on a labor and materials basis, unless some other method of pricing is agreed by Builder and Owner. Cost of any change considered a substitution shall be the difference between the cost of the new substituted item and the originally specified item. 9.7 Any Work performed on a time and material basis during the Agreement shall be subject to Builder’s published rate sheet, attached as Exhibit O. Notwithstanding the foregoing, in no event shall Builder be entitled to a markup for materials in excess of Builder’s cost plus ten percent (10%). 9.8 Each approved Change Order shall be deemed to include all direct and indirect costs, including delay, local disruption, cumulative disruption, cumulative impact, acceleration and like costs associated with, resulting from, or incidental to an approved Change Order including such costs that may be incurred by the Builder, its subcontractors and its suppliers. Builder hereby agrees that upon its acceptance of an approved Change Order, Builder shall be deemed to waive and release all claims against the Owner for any and all additional costs or delays in a relevant Delivery Date, including without limitation costs and delays based on any legal or equitable theory such as cumulative disruption or cumulative impact theories, resulting from an approved Change Order. 9.9 No change in the Work shall be made except upon written order under this Agreement, whether by way of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to deletion of the Work, shall be a the basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount Price or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written relevant Delivery Date unless and until such alteration or addition or deletion has been authorized by a Change Order Request (“COR”) (to be followed by substantiating data), executed and issued in a format acceptable to Owner, accordance with and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently in strict compliance with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment requirements of the Contract Amount or the Contract Time for the alleged changeNo. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit1420110868 27 November 14, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no 2011 Initials ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work▇ OFFSHORE SERVICES, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.LLC CONFIDENTIAL

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, Work to change, increase or decrease the Work. Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner bas agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or for minor changes ordered by Design Professional that will not result in an increase in compensation or adjustment to the Contract Time, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. AccordinglyNO OFFICER, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth hereinEMPLOYEE OR AGENT OF OWNER IS AUTHORIZED TO DlRECT ANY EXTRA OR CHANGED WORK ORALLY. 12.2 A Change Order, in the form attached fonn prescribed by the Owner on the Owner's Facilities Division Web Page (lill.P-://f giliti@s.,_myg t_hc rrgl.) as Exhibit H to of the Agreementdate of the respective TASK ORDER, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning the requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination's adjusunent detennination, Construction Contractor must make a Claim claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s Contractors actual and reasonable direct Cost of the Work (including bond premiums). 12.5 Notwithstanding any provision herein to the contrary, the amounts for combined overhead and profit for Change Orders and Construction Change Directives are as follows: 1. In For the event such change Contractor, for Work is performed b:y the Contractor's own forces or increases in any bond premiums; a percentage of the cost equal to that used to establish the Construction Contractor's fee. Construction Management Agreement CONSTRUCnON MANAGEMENT SERVICES ON A CONTINUING BASIS IICPSCM (too•tletn1t<1acldltl4111) 0541!2011 NOVEMBER 18,2010 2. For the Contractor, for Work performed by the C(mtraclor's Subcontractor; a percentage of the amount due the Subcontractor equal to that used to establish the Construction Contractor's fee. 3. For each Subcontractor or Sub-subcontractors involved, the Work perfonned by that Subcontractor or subSub-subcontractors, a maximum subcontractor's own forces; ten percent (101 0%) markup for of the cost. 4. For each Subcontractor, the Work pet-formed by the Subconu·actor's Sub-subcontractor's; five percent (5%) ofthe amount due the Sub-subcontractor. 5. No further tiering of those subcontractors and subthe Sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall will be permitted; provided, however, there shall be no allowed ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand overhead and No/100 Dollars ($100,000.00) of Change Order profit. 6. Cost to which overhead and Construction Change Directive Work profit is to be performed applied shall be determined in accordance with Section 5 of this Agreement. 7. In order to facilitate checking of quot·ations for extras or credits, all proposals, except those so minor that their propriety can be seen by such subcontractorinspection, shall be accomplished by a complete itemization of costincluding labor, materials and Subcontracts. Construction Contractor Labor and materials shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth itemized in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00)manner prescribed above. Where major cost items are Subcontracts, Construction Contractor they shall be entitled to an increase to the Construction Management Fee in the amount of itemized also. In no case will a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars (change involving over $500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by 100.00 be approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, without such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Workitemization. 12.5 12.6 Owner shall have the right to conduct an audit of Construction Contractor’s 's books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s 's claim with respect to Construction Contractor’s 's costs associated with any Change Order or Construction Change Directive. 12.7 Design Professional may direct Construction Contractor to make nonmaterial changes to the Work, so long as such changes do not require or result in any adjustment to the Contract Amount, Contract Time or Project quality, and are generaJJy within the scope of the Work. All such changes must be evidenced by a written order from Design Professional to Construction Contractor, with a copy to Owner. Construction Contractor shall comply with all such orders. 12.8 When the GMP includes an Owner's Contingency Allowance, changes in the work may be authorized as a Contingency Adjustment. The procedures for Contingency Adjustments are the same as for Change Orders and Construction Change Directives, except that no increase or decrease to the GMP results. Costs for Contingency Adjustments shall not include amounts for Contractor's overhead and profit or adjustments to the Contractor's fee. lf Owner and Construction Contractor are unable to agree on a Contingency Adjustment for the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner's adjustment detennination, Construction Contractor must make a claim pursuant to Section 13 of these General Conditions or else be deemed to have waived any claim it might otherwise have had on that matter.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress A. Except as provided elsewhere in this agreement, no change to this contract (including modification, clarification, interpretation or correction of the WorkPlans or Specifications) shall be made without mutual agreement and a written Change Order signed by EFC, without invalidating L.L.C. and Owner identifying the Contract, to change, increase the cost of the change, and the effect on Project schedule, if any. B. Changes in the Work required due to defects or decrease inconsistencies in Plans, Specifications or other Contract Documents shall be considered Extra Work. C. Any act, error, or omission by Owner or anyone acting on behalf of Owner which increases the cost of completing the Work or delays the Contract Completion Date shall be considered Extra Work. Except in an emergency endangering life or property, no addition or changes to the . D. The charge for Extra Work shall be made except upon written order of the normal selling price EFC, L.L.C. charges for similar changes on other jobs. E. If any Change Order increases or decreases the time required for completion, Owner, and Owner EFC, L.L.C. shall not be liable to Construction Contractor for any increased compensation or make an appropriate adjustment to the Contract Time without such written order. AccordinglyCompletion Date. F. When a change is the Work has been proposed by Owner, no course EFC, L.L.C. shall halt Work in the area of conduct the proposed change and take steps to minimize any loss or dealings between waste which might result from implementing the parties, nor express or implied acceptance of alterations or additions proposed change. G. Notwithstanding any provision in this agreement to the Workcontrary, EFC, L.L.C. shall be entitled to payment for Extra Work and no claim that an extension of the Contract Completion Date if acts or omissions of Owner, anyone acting on behalf of Owner has been unjustly enriched by any alteration of or addition to the Workgovernment authority, whether written or not there isoral, in factexplicit or implied, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under modify the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and thereby increase cost to EFC, L.L.C. or delay the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth hereinContract Completion Date. 12.2 A H. Should EFC, L.L.C and Owner fail to agree promptly on the terms of a Change Order, in the form attached as Exhibit H to the AgreementEFC, L.L.C. shall be prepared by Construction Contractorpaid, reviewed by Design Professional pending resolution of the dispute, the portion of the cost of the change not in dispute, including the costs of time and Owner, and executed promptly by materials required to execute the parties after an agreement is reached between Construction Contractor and Owner concerning requested changeschange. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time Payments required under this paragraph shall be adjusted in the Change Order in the manner made as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Orderprogresses, including all direct and indirect costs associated concurrently with such change and any and all adjustments to the Contract Amount and the Contract Timeprogress payments. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, Work to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include Except in an analysis of impacts to cost and time, if any, to perform additional workemergency endangering life or property, or delete Workfor minor changes ordered by Design Professional, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods no addition or changes to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according made except upon written order of Owner, and Owner shall not be liable to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes for any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change increased compensation or adjustment to the Contract Amount Time without such written order. No officer, employee or Contract Time agent of Owner is authorized to direct any extra or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth hereinchanged work orally. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning the requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner ▇▇▇▇▇ in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up mark-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided. Provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars (<WRITTEN DOLLAR AMOUNT> <$500,000.00)>, Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00)<WRITTEN DOLLAR AMOUNT><$> . If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars (<WRITTEN DOLLAR AMOUNT> <$100,000.00)>, not taking into consideration for the purpose of this calculation any deductive Deductive Change Orders associated with Owner’s direct purchase program or program, buy out savings or with Owner’s Owner Controlled Insurance Program (OCIP), (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Contractor’s Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive. 12.6 Design Professional may direct Construction Contractor to make nonmaterial changes to the Work, so long as such changes do not require or result in any adjustment to the Contract Amount, Contract Time or Project quality, and are generally within the scope of the Work. All such changes must be evidenced by a written order from Design Professional to Construction Contractor, with a copy to Owner. Construction Contractor shall comply with all such orders.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, Work to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor Manager shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include Except in an analysis of impacts to cost and time, if any, to perform additional workemergency endangering life or property, or delete Workfor minor changes ordered by the Design Professional, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods no addition or changes to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according made except upon written order of Owner, and Owner shall not be liable to Change Order Construction Manager for any increased compensation or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change adjustment to the Contract Amount Time without such written order. No officer, employee or Contract Time agent of Owner is authorized to direct any extra or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth hereinchanged work orally. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by the Construction ContractorManager, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor Manager and Owner concerning the requested changes. Construction Contractor Manager shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor Manager shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor Manager are unable to agree on a Change Order for a the requested change, Construction Contractor Manager shall, nevertheless, promptly perform the change as directed by Owner ▇▇▇▇▇ in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor Manager disagrees with Owner’s adjustment determination, Construction Contractor Manager must make a Claim claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction ContractorManager’s actual and reasonable direct Cost of the Work (including bond premiums)Work. In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and The Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor Manager shall be entitled to receive an increase to the Construction Management Fee in the amount compensation for General Conditions and additional Contract Time when the Scope of a fixed percentage of Work is increased or extended in accordance with the amount that exceeds the sum of the original GMP plus Five Hundred Thousand Change Order process. The Construction Manager’s compensation for General Conditions and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee Contract Time shall be reduced when the Scope of Work is decreased in accordance with the amount of Change Order process. The Construction Manager shall provide written documentation justifying a fixed percentage change in compensation and time to the Owner within thirty (30) days of the Reduction amountoccurrence of the event, giving rise to such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Workrequest. 12.5 Owner shall have the right to conduct an audit of Construction ContractorManager’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction ContractorManager’s claim with respect to Construction ContractorManager’s costs associated with any Change Order or Construction Change Directive. 12.6 With the concurrence of the Owner, Design Professional may direct Construction Manager to make nonmaterial changes to the Work, so long as such changes do not require or result in any adjustment to the Contract Amount, Contract Time or Project quality, and are generally within the scope of the Work. All such changes must be evidenced by a written order from Design Professional to Construction Manager, with a copy to Owner. Construction Manager shall comply with all such orders.

Changes in the Work. 12.1 Owner shall have the right at any time during the progress of the Work, without invalidating the Contract, Work to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include Except in an analysis of impacts to cost and time, if any, to perform additional workemergency endangering life or property, or delete Workfor minor changes ordered by Design Professional, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods no addition or changes to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according made except upon written order of Owner, and Owner shall not be liable to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes for any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change increased compensation or adjustment to the Contract Amount Time without such written order. No officer, employee or Contract Time agent of Owner is authorized to direct any extra or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth hereinchanged work orally. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning the requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up mark-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided. Provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars (<WRITTEN DOLLAR AMOUNT> <$500,000.00)>, Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00)<WRITTEN DOLLAR AMOUNT><$> . If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars (<WRITTEN DOLLAR AMOUNT> <$100,000.00)>, not taking into consideration for the purpose of this calculation any deductive Deductive Change Orders associated with Owner’s direct purchase program or program, buy out savings or with Owner’s Owner Controlled Insurance Program (OCIP), (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Contractor’s Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive. 12.6 Design Professional may direct Construction Contractor to make nonmaterial changes to the Work, so long as such changes do not require or result in any adjustment to the Contract Amount, Contract Time or Project quality, and are generally within the scope of the Work. All such changes must be evidenced by a written order from Design Professional to Construction Contractor, with a copy to Owner. Construction Contractor shall comply with all such orders.

Changes in the Work. 12.1 27.1 Without invalidating the Agreement, the Owner shall have the right may, at any time during or from time to time, order additions, deletions or revisions in the progress Work; these will be authorized by Change Orders. Upon receipt of a Change Order, the Contractor will proceed with the Work involved. All such Work shall be executed under the applicable conditions of the Work, without invalidating the Contract, to change, Contract Documents. If any Change Order causes an increase or decrease in the WorkContract Price or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Article 28. Except A Change Order signed by the Contractor indicates his agreement therewith. 27.2 The ENGINEER may authorize minor changes or alterations in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order not involving extra cost and not inconsistent with the overall intent of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written orderDocuments. Accordingly, no course of conduct or dealings between These may be accomplished by a Field Order. If the parties, nor express or implied acceptance of alterations or additions to Contractor believes that any Field Order authorized by the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim ENGINEER entitles him to an increase in any amounts due under the Contract Documents Price or extension of Contract Time, he shall inform the ENGINEER in writing of the amount of increased price or time associated with the Field Order, and he shall include reference to appropriate contract documents supporting the basis for the claim, and he shall not proceed with the work in question until a change in any time period provided written decision has been rendered by the ENGINEER. 27.3 Any changes or additional work performed by the Contractor without authorization of a Change Order will not entitle him to an increase in the Contract Documents. No officerPrice or an extension of the Contract Time, employee or agent except in the case of Owner an emergency. 27.4 It is authorized the Contractor's responsibility to direct notify his surety of any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress changes affecting the general scope of the Work or change in the Contract Price and the amount of the applicable bonds shall be adjusted accordingly. The Contractor will furnish proof of such adjustment to the Owner. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees 27.5 The term Change Order is defined as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption written order to the performance of Contractor signed by the Work. If Construction Contractor fails to submit a written proposal Owner (or request additional time for submitting the proposal within Engineer acting as the fourteen (14Owner's agent) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be which authorizes a change in the scope work or the contract price or the contract time issued after execution of the Work that justifies a change Agreement. 27.6 The Contract Price constitutes the total compensation payable to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in performing the Work. All duties, then Construction Contractor may submit a written Change Order Request (“COR”) (responsibilities and obligations assigned to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly undertaken by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to at his expense without changing the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased Contract Price, except where authorized by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive WorkOrder. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive.

Changes in the Work. 12.1 Owner shall have § 11.1 By appropriate Modification, changes in the right at any time during the progress Work may be accomplished after execution of the Worka Work Order. The Owner, without invalidating the Contract, to change, increase or decrease the Work. Except may order changes in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order within the general scope of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordinglyconsisting of additions, no course of conduct deletions, or dealings between the partiesother revisions, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under with the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process Sum and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner being adjusted accordingly. Such changes in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to by written Change Order signed by the Owner, Contractor, and Architect, or by written Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in signed by the scope Owner and Architect. Upon issuance of the Work that justifies a change to the Contract Amount or Contract Time or Construction Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance shall proceed promptly with the procedures set forth herein. 12.2 A Change Order, such changes in the form attached as Exhibit H to the AgreementWork, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted unless otherwise provided in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived any Claim it might otherwise have had on that matter. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease to the Contract Amount, a Change Order shall be issued which increases or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost of the Work (including bond premiums). In the event such change Work is performed by subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor the total Cost of the Work has been increased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have the right to conduct an audit of Construction Contractor’s books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change Directive. § 11.2 Adjustments in the Contract Sum and Contract Time resulting from a change in the Work shall be determined by mutual agreement of the parties or, in the case of a Construction Change Directive signed only by the Owner and Architect, by the Contractor's cost of labor, material, equipment, and reasonable overhead and profit as listed in Exhibit A, unless the parties agree on another method for determining the cost or credit. Pending final determination of the total cost of a Construction Change Directive, the Contractor may request payment for Work completed pursuant to the Construction Change Directive. The Architect will make an interim determination of the amount of payment due for purposes of certifying the Contractor's monthly Application for Payment. When the Owner and Contractor agree on adjustments to the Contract Sum and Contract Time arising from a Construction Change Directive, the Architect will prepare a Change Order. § 11.3 Subject to the Owner's written approval, the Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. § 11.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be equitably adjusted as mutually agreed between the Owner and Contractor; provided that the Contractor provides notice to the Owner and Architect promptly and before conditions are disturbed. § 11.5 For Change Orders or Construction Change Directive Work, the amount for overhead and for profit added or deducted shall be a total of thirteen percent (13%) of the Cost of the Work that is added or deducted, respectively ("Contractor's Fee"). Cost of the Work is defined in Exhibit "A". Such Contractor's Fee includes all profit, overhead, general conditions costs, and insurance (but not additional bond costs, if applicable), except if a Change Order extends the Date of Substantial Completion, then Contractor's reasonable extended daily general conditions costs shall be added to the cost of the Change Order per §12.5 of the Master Agreement. Likewise, subcontractors shall not add general conditions costs, except that if the change includes an increase in the Contract Time, then extended daily general conditions costs may be added in accordance with §12.5 of the Master Agreement. However, fee shall not be reduced for deductive Change Orders arising as a result of the Sales Tax Savings Program of Article 21.12 of the Master Agreement, except fee on the amount of the sales tax saved shall be deducted.

Changes in the Work. 12.1 17.1 The Owner shall have the right may at any time during the progress of the Work, without invalidating the Contract, to change, increase or decrease the Work. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to Construction Contractor for any increased compensation or adjustment to the Contract Time without such written order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided in the Contract Documents. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Construction Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 12.1.1 Promptly after being notified of a change, but in no event more than fourteen (14) days after its receipt of such notification (unless Owner has agreed in writing to a longer period of time), Construction Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Construction Contractor’s estimate shall include an analysis of impacts to cost and time, if anyas the need arises, to perform additional work, or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates of costs and Construction Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If Construction Contractor fails to submit a written proposal or request additional time for submitting the proposal order changes within the fourteen (14) day time period, it shall be presumed that the change described in Owner’s request for a proposed change will not result in a modification to the Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be performed by Construction Contractor without additional compensation. Owner’s request for a proposed change does not authorize Construction Contractor to commence performance of the change, unless otherwise specified in writing. If Owner decides that the proposed change be performed, the Work shall be authorized according to Change Order or Construction Change Directive procedures set forth herein. 12.1.2 If Construction Contractor observes any circumstance that may, in its opinion, be a change in the scope of the Work that justifies a change to without invalidating the agreement. If such changes increase or decrease the amount due under the Contract Amount Documents, or Contract Time or Construction Contractor otherwise becomes aware in the time required for performance of the need for or desirability Work, an equitable adjustment in time and Contract price shall be authorized by change order. 17.2 The Owner, also, may at any time, by issuing a field order, make changes in the details of the Work. The Contractor shall proceed with the performance of any changes in the Work so ordered by the Owner unless the Contractor believes that such field order entitled it to a change in the WorkContract price or time, then Construction Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data)or both, in which event it shall give the Owner written notice thereof within a format acceptable reasonable time after the receipt of the ordered change. Thereafter, the Contractor shall document the basis for the change in Contract price or time. The Contractor shall not execute such changes pending the receipt of an executed change order or further instruction from the Owner. 17.3 The Owner reserves the right to make at any time, such alterations in the drawings or in the character of the Work as the Owner may consider necessary or desirable to complete the proposed Work in a satisfactory manner and consistent with the intent of these Contract Documents. Notice of every such alteration or change shall be given in writing to the Contractor by the Owner, and must specify the reasons for no such proposed change, including relevant circumstances and impacts on the schedule. Construction Contractor shall submit a written price proposal concurrently with the COR. Contractor may request additional compensation and/or time through a COR but not for instances that Construction Contractor knew alteration or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Construction Contractor’s failure to initiate a COR within such period change shall be deemed considered as constituting a waiver of the right to adjustment any of the Contract Amount or the Contract Time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order or Construction Change Directive. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied but Construction Contractor believes that it does have merit, the Contractor may submit a Claim in accordance with the procedures set forth herein. 12.2 A Change Order, in the form attached as Exhibit H to the Agreement, shall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the parties after an agreement is reached between Construction Contractor and Owner concerning requested changes. Construction Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as Owner and Construction Contractor shall mutually agree. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Amount and the Contract Time. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for a requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Construction Change Directive. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim pursuant to Section 13 provisions of these General Terms and Conditions Contract Documents or else be deemed to have waived as nullifying or invalidating any Claim it might otherwise have had on that matter. 12.4 In the event a requested of such provisions. Should any such alteration or change is approved by Owner which results result in either an increase or decrease to in the Contract Amount, a Change Order shall be issued which increases quantity or decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost cost of the Work (including bond premiums)or materials described in these Contract Documents, the total amount payable under the Contract will be accordingly modified. In If alterations or changes are thus made, the event Contract time will be correspondingly modified, if the Contractor so requests, before commencing the Work attributable to such alterations or changes. 17.4 It is understood and agreed that the Contractor shall perform all extra Work that may be ordered in writing by the Owner arising out of the modification of the specifications or drawings made or approved by the Owner. For this extra Work, the Contractor shall be compensated as provided hereinafter and in the change order covering the extra Work. 17.5 Extra Work is performed by subcontractors defined as: (1) that additional Work of a different character or sub-subcontractors, a maximum ten percent (10%) markup function and for each which no basis of those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and material costs and actual equipment costs shall be permitted; provided, however, there shall be no ▇▇▇▇-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to be performed by such subcontractor. Construction Contractor shall not be entitled to any ▇▇▇▇-up for Change Order work, nor shall the Construction Management Fee be increased as a result of any Change Order work; provided, however, if at the time final payment is made to Construction Contractor prescribed in these Contract Documents; or (2) that Work involving revisions of the total Cost details of the Work has been increased in such manner as to render inequitable payment under items upon which the Contractor bid; or (3) that additional Work of a similar nature and character as that done under the unit prices named in these Contract Documents; or (4) any Work performed in a manner different from that planned by approved Change Orders in the Contractor which causes an amount causing the original GMP as set forth increase in the GMP Amendment to be exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount cost of a fixed percentage any part of the amount that exceeds the sum of the original GMP plus Five Hundred Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to Construction Contractor the total Cost of the Work has been decreased by approved Change Orders in an amount causing the original GMP as set forth in the GMP Amendment to be reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), not taking into consideration for the purpose of this calculation any deductive Change Orders associated with Owner’s direct purchase program or buy out savings (said reduction amount being referred to herein as the “Reduction”), then the Construction Management Fee shall be reduced in the amount of a fixed percentage of the Reduction amount, such fixed percentage to be established at the time the GMP is initially agreed upon by the parties. Further, there shall be no additional General Conditions expenses payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00) of Change Order or Construction Change Directive Work. 12.5 Owner shall have 17.6 If the right performance of the extra Work results in additional time being required by the Contractor to conduct complete the Work covered by these Contract Documents, said change order will provide an audit of Construction Contractor’s books and recordsequitable extension in the Contract time. 17.7 All change orders, as well as those of its subcontractors and suppliersincluding a change in technical design or an increase in cost, to verify must be approved in writing by the accuracy of Construction Contractor’s claim with respect to Construction Contractor’s costs associated with any Change Order or Construction Change DirectiveOwner.