Common use of Change Order Process Clause in Contracts

Change Order Process. 12.2.1 Contractor shall provide Notice to Owner as soon as practicable, but no later than five (5) Business Days, after the time when Contractor knows of the impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that will impact the Work. Failure to provide such Notice within ten (10) Business Days after the time when Contractor knows of the impact of any Force Majeure Event shall be deemed to be a waiver of the Contractor’s right to receive a Change Order with respect thereto. Such Notice shall, to the extent practicable, specify the estimated impact on the Target Price and/or the Project Schedule, as applicable, the impact upon the various portions of the Work occasioned by reason of such Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, and shall substantiate the foregoing to the satisfaction of Owner. In the event that Contractor does not know or is unable to specify with reasonable certainty the impact upon the Work at the time such Notice is to be delivered, Contractor shall instead provide Owner with a notice of a potential or anticipated impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that could impact the Work, and shall thereafter provide Owner (and, if requested by Owner, the Independent Engineer) with periodic supplemental Notices during the period that the Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, as applicable, continues, detailing any developments, progress or other relevant information of which Contractor is aware. To the extent Owner (in consultation with the Independent Engineer with respect to a Material Change) agrees with the Contractor’s determination of a Force Majeure Event or Owner Caused Delay or any other basis for a Change Order, as applicable, and the effects thereof, Owner shall notify Contractor of Owner’s acceptance. In the event Owner (in consultation with the Independent Engineer with respect to a Material Change) does not accept the Contractor’s findings, Owner or Contractor shall be permitted to dispute such Change Order in accordance with Article 36, and Contractor shall be paid for any Work performed in respect of such disputed Change Order as provided in Section 12.2.5. 12.2.2 As soon as practicable, and in any event within fifteen (15) Days (or such other period as is mutually agreed by Owner and Contractor) after receipt from Owner of a request for a change or Notice of Owner’s acceptance under Section 12.2.1, Contractor shall submit to Owner a proposal for implementing the change indicating the estimated change to the Target Price and/or the Project Schedule, as applicable. If Owner (having consulted with the Independent Engineer in the case of a Material Change) agrees that the Contractor’s proposal should be implemented, Owner (having consulted with the Independent Engineer in the case of a Material Change) shall issue a Change Order incorporating such proposal. Upon receiving such Change Order, Contractor shall diligently perform the change in accordance with the terms thereof. 12.2.3 Contractor’s proposal required pursuant to Section 12.2.2 shall consist of: (a) a detailed material take-off with supporting calculations in accordance with the pricing structure herein, for pricing the change, (b) revisions, if any, to the Drawings and Specifications, (c) a schedule for the work associated with the proposed change, (d) the effect, if any, to the Target Price and/or the Project Schedule, as applicable, (e) the effect, if any, of the change on the Work, including the Performance Tests and/or Demonstration Tests (or protocol therefor), (f) changes, if any, to any right, liability or obligation of a Party or any other provision hereof and (g) changes, if applicable, to any Applicable Deadline.

Change Order Process. 12.2.1 Contractor shall provide Notice (a) TELUS may request a change to Owner as soon as practicablethe Deliverables (a “Change”) at any time by delivering a written request (the “Change Order Request”) to Supplier specifying the proposed Change and the purpose or objective sought by the proposed Change. Subject the complexity of the Change Order Request, but no later than five the Supplier shall, within ten (510) Business Days, after respond to TELUS in writing (each a “Change Order Response”) to each Change Order Request and will, if applicable: (i) describe any changes in Services, Service Levels, SLA, assignment of personnel and other resources that Supplier believes (acting reasonably and in good faith) would be required; (ii) specify how the time when Contractor knows proposed Change would be implemented; (iii) describe the effect, if any, such Change would have on the Deliverables or Service Levels; (iv) estimate the price adjustment, if any, that would result from the implementation of such Change; and (v) contain such other information as may be relevant to the impact proposed Change. Any price adjustment will be as agreed between the Parties in writing. Both Parties must provide a written approval of any Force Majeure Event, Owner Caused Delay or any other basis all Change Order Requests to authorize implementation (“Change Order”). Supplier will promptly use commercially reasonable efforts to give effect to a request for a Change Order that Change. (b) TELUS will impact the Work. Failure to provide such Notice respond within ten (10) Business Days after of receiving the time when Contractor knows Change Order Response indicating acceptance by signing the Change Order Response, or by written communication indicating either: (i) rejection of the impact of any Force Majeure Event proposal, (ii) proposing alternatives for the unacceptable items, or (iii) specifying a date by which TELUS will accept, reject or propose alternatives to the Change Order Response. If TELUS fails to respond within such period, the Change Order Response shall be deemed to be a waiver of the Contractor’s right have been rejected by TELUS. (c) If TELUS has proposed alternatives in its response pursuant to receive a Section 5.7(b) above, Supplier shall submit an updated Change Order with respect thereto. Such Notice shall, Response to the extent practicable, specify the estimated impact on the Target Price and/or the Project Schedule, as applicable, the impact upon the various portions TELUS within ten (10) Business Days of the Work occasioned by reason its receipt of such Force Majeure Event, Owner Caused Delay or any other basis for a TELUS response. (d) For each Change Order, and Supplier shall substantiate promptly use all commercially reasonable efforts to complete the foregoing Change Order having regard to the satisfaction of Owner. In the event that Contractor does not know or is unable relative importance attributed to specify with reasonable certainty the impact upon the Work at the time such Notice is to be delivered, Contractor shall instead provide Owner with a notice of a potential or anticipated impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that could impact the Work, and shall thereafter provide Owner (and, if requested by Owner, the Independent Engineer) with periodic supplemental Notices during the period that the Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, as applicable, continues, detailing any developments, progress or other relevant information of which Contractor is aware. To the extent Owner (in consultation with the Independent Engineer with respect to a Material Change) agrees with the Contractor’s determination of a Force Majeure Event or Owner Caused Delay or any other basis for a Change Order, as applicable, and the effects thereof, Owner shall notify Contractor of Owner’s acceptance. In the event Owner (in consultation with the Independent Engineer with respect to a Material Change) does not accept the Contractor’s findings, Owner or Contractor shall be permitted to dispute such Change Order by TELUS. TELUS shall have the right to reprioritize Change Orders by written notice to Supplier and Supplier, upon receipt of such notice, shall use commercially reasonable efforts to promptly reallocate its resources and efforts in accordance with Article 36, and Contractor shall be paid for any Work performed in respect of such disputed Change Order as provided in Section 12.2.5reprioritization. 12.2.2 As soon as practicable, and in any event within fifteen (15) Days (or such other period as is mutually agreed by Owner and Contractor) after receipt from Owner of a request for a change or Notice of Owner’s acceptance under Section 12.2.1, Contractor shall submit to Owner a proposal for implementing the change indicating the estimated change to the Target Price and/or the Project Schedule, as applicable. If Owner (having consulted with the Independent Engineer in the case of a Material Change) agrees that the Contractor’s proposal should be implemented, Owner (having consulted with the Independent Engineer in the case of a Material Change) shall issue a Change Order incorporating such proposal. Upon receiving such Change Order, Contractor shall diligently perform the change in accordance with the terms thereof. 12.2.3 Contractor’s proposal required pursuant to Section 12.2.2 shall consist of: (a) a detailed material take-off with supporting calculations in accordance with the pricing structure herein, for pricing the change, (b) revisions, if any, to the Drawings and Specifications, (c) a schedule for the work associated with the proposed change, (d) the effect, if any, to the Target Price and/or the Project Schedule, as applicable, (e) TELUS may deliver Change Order Forms to the effectSupplier by mail, if any, of the change on the Work, including the Performance Tests and/or Demonstration Tests (by fax or protocol therefor), (f) changes, if any, to any right, liability or obligation of a Party or any other provision hereof and (g) changes, if applicable, to any Applicable Deadlineelectronic transmission.

Change Order Process. 12.2.1 If a change in the Work is proposed by Owner/Authority pursuant to Section 8.1 or Contractor shall provide Notice believes it is entitled to Owner as soon as practicable, but no later than five (5) Business Days, after the time when Contractor knows of the impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that will impact pursuant to Section 8.2 due to the Work. Failure to provide such Notice within ten (10) Business Days after the time when Contractor knows occurrence of the impact of any Force Majeure Event shall be deemed to be a waiver of the Contractor’s right to receive a Change Order Event, Contractor shall prepare a draft Change Order, substantially in the form of Attachment XVIII-A, specifying; (a) a description, in reasonable detail, of the Change Order Event and the proposed changes, if any, in the scope of the Work, (b) the proposed changes, if any, in the cost of performing the Work and the Contract Price in accordance with respect thereto. Such Notice shallSection 8.4, and (c) only to the extent practicable, specify the estimated impact on change in the Target Price and/or Work produces a change in the Critical Path of the Project Schedule, as applicable, the impact upon the various portions of the Work occasioned by reason of such Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, and shall substantiate the foregoing to the satisfaction of Owner. In the event that Contractor does not know or is unable to specify with reasonable certainty the impact upon the Work at the time such Notice is to be delivered, Contractor shall instead provide Owner with a notice of a potential or anticipated impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that could impact the Work, and shall thereafter provide Owner (and, if requested by Owner, the Independent Engineer) with periodic supplemental Notices during the period that the Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, as applicable, continues, detailing any developments, progress or other relevant information of which Contractor is aware. To the extent Owner (in consultation with the Independent Engineer with respect to a Material Change) agrees with the Contractor’s determination of a Force Majeure Event or Owner Caused Delay or any other basis for a Change Order, as applicable, and the effects thereof, Owner shall notify Contractor of Owner’s acceptance. In the event Owner (in consultation with the Independent Engineer with respect to a Material Change) does not accept the Contractor’s findings, Owner or Contractor shall be permitted to dispute such Change Order in accordance with Article 36, and Contractor shall be paid for any Work performed in respect of such disputed Change Order as provided in Section 12.2.5. 12.2.2 As soon as practicable, and in any event within fifteen (15) Days (or such other period as is mutually agreed by Owner and Contractor) after receipt from Owner of a request for a change or Notice of Owner’s acceptance under Section 12.2.1, Contractor shall submit to Owner a proposal for implementing the change indicating the estimated change to the Target Price and/or the Project Schedule, as applicable. If Owner (having consulted with the Independent Engineer in the case of a Material Change) agrees that the Contractor’s proposal should be implemented, Owner (having consulted with the Independent Engineer in the case of a Material Change) shall issue a Change Order incorporating such proposal. Upon receiving such Change Order, Contractor shall diligently perform the change in accordance with the terms thereof. 12.2.3 Contractor’s proposal required pursuant to Section 12.2.2 shall consist of: (a) a detailed material take-off with supporting calculations in accordance with the pricing structure herein, for pricing the change, (b) revisions, if any, to the Drawings and Specifications, (c) a schedule for the work associated with the proposed change, (d) the effect, if any, to the Target Price and/or the Project Schedule, as applicable, (e) the effect, if any, of the changes on the Milestone Payment Schedules and the Project Schedule, including any proposed changes to the Guaranteed Substantial Completion Date (all such proposed changes collectively referred to as the "Proposed Changes"). Contractor shall provide a copy of the draft Change Order to Owner and Authority for review within fourteen (14) days after the date that Contractor first becomes aware, or reasonably should have become aware, that the Change Order Event has occurred. The time for submission of the draft Change Order may be extended with the written consent of Owner and Authority, such consent not to be unreasonably withheld. The time specified above for submission of draft Change Orders is without derogation of the Contractor’s obligations under this Agreement to provide Notice of the occurrence of Change Order Events. Any Change Order providing for the payment of additional amounts to Contractor shall include a specified payment schedule to pay for such additional Work. Any Change Order providing for a reduction in the amount to be paid to Contractor hereunder shall state the reduction applied to the applicable Contract Price and Milestone Payment Schedules. Any Proposed Changes set forth in the draft Change Order prepared by Contractor shall be effective only upon the written consent of both Owner/Authority and Contractor, such consent not to be unreasonably delayed or withheld. Within seven (7) days following the receipt of a draft Change Order, Owner/Authority shall provide Contractor with a written statement specifying any suggested modifications to such draft Change Order or Owner’s reasons for rejecting the draft Change Order. Once Owner/Authority and Contractor agree on the final form of a draft Change Order, Contractor shall prepare the Change Order and the Parties and Authority shall execute the Change Order and perform their respective obligations thereunder in accordance with the changes specified therein. If the Parties and Authority do not agree on the effects of an Owner/Authority-requested change on the Work, including Contract Price or the Performance Tests and/or Demonstration Tests (or protocol therefor), (f) changeseffect, if any, to any right, liability of the changes on the Milestone Payment Schedules and the Project Schedule or obligation of a Party or on any other provision hereof and (g) changeshereof, or whether a directive by Owner/Authority constitutes extra work or a Change Order, Contractor shall if applicabledirected by Owner/Authority pursuant to a written instruction, but without waiver of Contractor’s rights under ARTICLE 19, nevertheless proceed to any Applicable Deadlineperform such change or comply with such directive.

Change Order Process. 12.2.1 Contractor shall provide Notice to Owner as soon as practicable, but no later than five (5) Business Days, after the time when Contractor knows of the impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that will impact the Work. Failure to provide such Notice within ten five (105) Business Days after the time when Contractor knows of the impact of any Force Majeure Event shall be deemed to be a waiver of the Contractor’s right to receive a Change Order with respect thereto. Such Notice shall, to the extent practicable, specify the estimated impact on the Target Price and/or the Project Schedule, as applicable, the impact upon the various portions of the Work occasioned by reason of such Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, and shall substantiate the foregoing to the satisfaction of Owner. In the event that Contractor does not know or is unable to specify with reasonable certainty the impact upon the Work at the time such Notice is to be delivered, Contractor shall instead provide Owner with a notice of a potential or anticipated impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that could impact the Work, and shall thereafter provide Owner (and, if requested by Owner, the Independent Engineer) with periodic supplemental Notices during the period that the Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, as applicable, continues, detailing any developments, progress or other relevant information of which Contractor is aware. To the extent Owner (in consultation with the Independent Engineer with respect to a Material Change) agrees with the Contractor’s determination of a Force Majeure Event or Owner Caused Delay or any other basis for a Change Order, as applicable, and the effects thereof, Owner shall notify Contractor of Owner’s acceptance. In the event Owner (in consultation with the Independent Engineer with respect to a Material Change) does not accept the Contractor’s findings, Owner or Contractor shall be permitted to dispute such Change Order in accordance with Article 36, and Contractor shall be paid for any Work performed in respect of such disputed Change Order as provided in Section 12.2.5. Notwithstanding the time requirements in this Section 12.2.1, Contractor shall have thirty (30) Days from the Effective Date or the date of receipt, whichever is later, to review Relied Upon Information and provide Notice to Owner of any changes to the Work (if any) arising therefrom. Subsequent to that initial review period, the time requirements of this Section 12.2.1 shall also apply to Relied Upon Information. 12.2.2 As soon as practicable, and in any event within fifteen (15) Days (or such other period as is mutually agreed by Owner and Contractor) after receipt from Owner of a request for a change or Notice of Owner’s acceptance under Section 12.2.1, Contractor shall submit to Owner a proposal for implementing the change indicating the estimated change to the Target Price and/or the Project Schedule, as applicable. If Owner (having consulted with the Independent Engineer in the case of a Material Change) agrees that the Contractor’s proposal should be implemented, Owner (having consulted with the Independent Engineer in the case of a Material Change) shall issue a Change Order incorporating such proposal, which shall then be signed by both parties as required by Section 12.1.3. Upon Subject to Section 12.2.5, upon receiving such mutually signed Change Order, Contractor shall diligently perform the change in accordance with the terms thereof. 12.2.3 Contractor’s proposal required pursuant to Section 12.2.2 shall consist of: (a) a detailed material take-off with supporting calculations in accordance with the pricing structure herein, for pricing the change, (b) revisions, if any, to the Drawings and Specifications, (c) a schedule for the work associated with the proposed change, (d) the effect, if any, to the Target Price and/or the Project Schedule, as applicable, (e) the effect, if any, of the change on the Work, including the Performance Tests and/or Demonstration Tests (or protocol therefor), (f) changes, if any, to any right, liability or obligation of a Party or any other provision hereof hereof, and (g) changes, if applicable, to any Applicable DeadlineDeadline or Schedule Milestone Completion Date.

Change Order Process. 12.2.1 Change Requests (1) WAHBE may request changes within the scope of the Contract at any time by a written Change Request. Such changes may include, without limitation, revisions to Deliverables or Services. (2) Contractor shall provide Notice respond in writing to Owner a Change Request within 15 calendar days of receipt, advising WAHBE of any cost and Schedule impacts. When there is a cost impact—either increase or decrease in Charges or Purchase Prices—Contractor shall advise WAHBE in writing of the increase or decrease involved, including a breakdown of the number of Contractor Staff hours and WAHBE Staff hours by level of personnel needed to effect this change. (3) The Contractor Contract Manager and the WAHBE Contract Manager shall negotiate in good faith and in a timely manner as soon as practicableto the price for change orders and the impact on the Schedule of any Change Request. (4) Contractor may also submit a Change Request to WAHBE to propose changes that should be made within the scope of the Contract. Any such Change Request shall include proposed costs and Schedule impacts, but no later than five including a breakdown of the number of Contractor Staff hours and WAHBE Staff hours by level of personnel needed to effect this change. WAHBE will respond to such Change Requests from Contractor within 20 calendar days of receipt. Change Orders (1) If the parties reach agreement in writing on a Change Request and the resulting Change Order is executed by authorized representatives of the parties, the terms of this Contract shall be modified accordingly. (2) If the parties are unable to reach an agreement in writing on a Change Request submitted by Contractor, the WAHBE Contract Manager will be deemed to have rejected the requested Change Request. (3) The parties must execute a formal Contract Amendment for any Change Order that increases or decreases the Maximum Amount. (4) Nonfinancial Change Orders may be approved in writing by the WAHBE Contract Manager. A fully-executed copy of the Change Order must be provided to WAHBE Contracts at xxxxxxxxx@xxxxxxxxxxxx.xxx. (5) Business DaysIn no event shall the Charges or Purchase Prices increase, after nor shall the time when Contractor knows of the impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that will impact the Work. Failure to provide such Notice within ten (10) Business Days after the time when Contractor knows of the impact of any Force Majeure Event shall Schedule be deemed to be a waiver of the Contractor’s right to receive a Change Order with respect thereto. Such Notice shall, to the extent practicable, specify the estimated impact on the Target Price and/or the Project Schedule, as applicable, the impact upon the various portions of the Work occasioned by reason of such Force Majeure Event, Owner Caused Delay or any other basis for extended in a Change Order, and shall substantiate the foregoing to the satisfaction of Owner. In the event that Contractor does not know correct errors or is unable to specify with reasonable certainty the impact upon the Work at the time such Notice is to be delivered, Contractor shall instead provide Owner with a notice of a potential or anticipated impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that could impact the Work, and shall thereafter provide Owner (and, if requested by Owner, the Independent Engineer) with periodic supplemental Notices during the period that the Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, as applicable, continues, detailing any developments, progress or other relevant information of which Contractor is aware. To the extent Owner (in consultation with the Independent Engineer with respect to a Material Change) agrees with the Contractor’s determination of a Force Majeure Event or Owner Caused Delay or any other basis for a Change Order, as applicable, and the effects thereof, Owner shall notify Contractor of Owner’s acceptance. In the event Owner (in consultation with the Independent Engineer with respect to a Material Change) does not accept the Contractor’s findings, Owner or Contractor shall be permitted to dispute such Change Order in accordance with Article 36, and Contractor shall be paid for any Work performed in respect of such disputed Change Order as provided in Section 12.2.5. 12.2.2 As soon as practicable, and in any event within fifteen (15) Days (or such other period as is mutually agreed by Owner and Contractor) after receipt from Owner of a request for a change or Notice of Owner’s acceptance under Section 12.2.1, Contractor shall submit to Owner a proposal for implementing the change indicating the estimated change to the Target Price and/or the Project Schedule, as applicable. If Owner (having consulted with the Independent Engineer omissions in the case of a Material Change) agrees that the Contractor’s proposal should be implemented, Owner (having consulted with the Independent Engineer in the case of a Material Change) shall issue a Change Order incorporating such proposal. Upon receiving such Change Order, Contractor shall diligently perform the change in accordance with the terms thereofProposal. 12.2.3 Contractor’s proposal required pursuant to Section 12.2.2 shall consist of: (a) a detailed material take-off with supporting calculations in accordance with the pricing structure herein, for pricing the change, (b) revisions, if any, to the Drawings and Specifications, (c) a schedule for the work associated with the proposed change, (d) the effect, if any, to the Target Price and/or the Project Schedule, as applicable, (e) the effect, if any, of the change on the Work, including the Performance Tests and/or Demonstration Tests (or protocol therefor), (f) changes, if any, to any right, liability or obligation of a Party or any other provision hereof and (g) changes, if applicable, to any Applicable Deadline.

Change Order Process. 12.2.1 (a) Contractor Initiated Change: Contractor shall provide Notice only have the right to Owner as soon as practicable, but no later than five (5) Business Days, after the time when Contractor knows of the impact of any Force Majeure Event, Owner Caused Delay or any other basis for request a Change Order that on account of an Excusable Event in accordance with Article 7. Contractor shall submit to Owner a draft Change Order. If an Excusable Event will impact cause an increase or decrease in Contractor’s cost or time for performance, Contractor shall so identify those changes in Contractor’s request. Contractor’s request must include supporting documentation reasonably requested by or necessary for Owner to evaluate Contractor’s proposal. If Owner agrees with the Claim described in Contractor’s request, the Parties will negotiate an equitable adjustment to the Contract Price or the Milestone Schedule, or both, with the adjustment to be reflected in a Change Order. Contractor, however, shall proceed as directed in writing by Owner pending such agreement. Owner will not be liable to Contractor for any Claims for damages, including on account of lost profits, arising from a decrease in the Work. Failure No change is effective without a Change Order issued or executed by Owner. Contractor may not suspend, in whole or in part, performance of the Work during any dispute over any Change Order request. (b) Owner Initiated Change: Owner may request additions, deletions, reductions in scope or other changes to provide such Notice within the Work. If Owner so desires to change the Work, it shall submit a change request to Contractor in writing. Within ten (10) Business Days after the time when Contractor knows of its receipt of any such request (unless otherwise extended by mutual agreement of the impact of any Force Majeure Event Parties), Contractor shall be deemed to be a waiver review the request and advise Owner of the Contractor’s right to receive a Change Order with respect thereto. Such Notice shall, to the extent practicable, specify the estimated impact on the Target Price and/or the Project Schedule, as applicable, the impact upon the various portions feasibility of the Work occasioned by reason of such Force Majeure Event, Owner Caused Delay or any other basis for a Change Orderrequested change, and shall substantiate the foregoing to the satisfaction of Owner. In the event that Contractor does not know or is unable to specify with reasonable certainty the impact upon the Work at the time such Notice is to be delivered, Contractor shall instead provide Owner with submit a notice of a potential or anticipated impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that could impact the Work, and shall thereafter provide Owner (and, if requested by Owner, the Independent Engineer) with periodic supplemental Notices during the period that the Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, as applicable, continues, detailing any developments, progress or other relevant information of which Contractor is aware. To the extent Owner (in consultation with the Independent Engineer with respect to a Material Change) agrees with the Contractor’s determination of a Force Majeure Event or Owner Caused Delay or any other basis for a Change Order, as applicable, and the effects thereof, Owner shall notify Contractor of Owner’s acceptance. In the event Owner (in consultation with the Independent Engineer with respect to a Material Change) does not accept the Contractor’s findings, Owner or Contractor shall be permitted to dispute such Change Order in accordance with Article 36, and Contractor shall be paid for any Work performed in respect of such disputed Change Order as provided in Section 12.2.5. 12.2.2 As soon as practicable, and in any event within fifteen (15) Days (or such other period as is mutually agreed by Owner and Contractor) after receipt from Owner of a request for a change or Notice of Owner’s acceptance under Section 12.2.1, Contractor shall submit proposal to Owner a proposal for implementing stating (i) the change indicating the estimated change to the Target Price and/or the Project Schedule, as applicable. If Owner (having consulted with the Independent Engineer in the case of a Material Change) agrees that the Contractor’s proposal should be implemented, Owner (having consulted with the Independent Engineer in the case of a Material Change) shall issue a Change Order incorporating such proposal. Upon receiving such Change Order, Contractor shall diligently perform the change in accordance with the terms thereof. 12.2.3 Contractor’s proposal required pursuant to Section 12.2.2 shall consist of: (a) a detailed material take-off with supporting calculations in accordance with the pricing structure herein, for pricing the change, (b) revisionsincrease or decrease, if any, to in the Drawings and Specifications, (c) a schedule for the work associated with the proposed Contract Price which would result from such change, (dii) the effect, if any, upon the Milestone Schedule by reason of such proposed change, and (iii) any other appropriate modifications impacting to this Agreement as a result of such requested change, including (if applicable) to the Target Price and/or the Project Schedule, as applicable, (e) the effect, if any, of the change on the Work, including the Performance Tests and/or Demonstration Tests (Guarantees or protocol therefor), (f) changes, if any, Contractor’s Warranty. Contractor’s proposal must include supporting documentation reasonably requested by or necessary for Owner to any right, liability or obligation evaluate Contractor’s proposal. Any adjustment arising out of a Party or any other provision hereof Change Order shall be negotiated equitably by Owner and (g) changes, if applicable, to any Applicable Deadline.Contractor on a

Change Order Process. 12.2.1 Contractor shall provide Notice to Owner as soon as practicable, but no later than five (5) Business Days, after the time when Contractor knows of the impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that will impact the Work. Failure to provide such Notice within ten (10) Business Days after the time when Contractor knows of the impact of any Force Majeure Event shall be deemed to be a waiver of the Contractor’s right to receive a Change Order with respect thereto. Such Notice shall, to the extent practicable, specify the estimated impact on the Target Price and/or the Project Schedule, as applicable, the impact upon the various portions of the Work occasioned by reason of such Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, and shall substantiate the foregoing to the satisfaction of Owner. In the event that Contractor does not know or is unable to specify with reasonable certainty the impact upon the Work at the time such Notice is to be delivered, Contractor shall instead provide Owner with a notice of a potential or anticipated impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that could impact the Work, and shall thereafter provide Owner (and, if requested by Owner, the Independent Engineer) with periodic supplemental Notices during the period that the Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, as applicable, continues, detailing any developments, progress or other relevant information of which Contractor is aware. To the extent Owner (in consultation with the Independent Engineer with respect to a Material Change) agrees with the Contractor’s determination of a Force Majeure Event or Owner Caused Delay or any other basis for a Change Order, as applicable, and the effects thereof, Owner shall notify Contractor of Owner’s acceptance. In the event Owner (in consultation with the Independent Engineer with respect to a Material Change) does not accept the Contractor’s findings, Owner or Contractor shall be permitted to dispute such Change Order in accordance with Article 36, and Contractor shall be paid for any Work performed in respect of such disputed Change Order as provided in Section 12.2.5. 12.2.2 As soon as practicable, and in any event within fifteen (15) Days (or such other period as is mutually agreed by Owner and Contractor) after receipt from Owner of a request for a change or Notice of Owner’s acceptance under Section 12.2.1, Contractor shall submit to Owner a proposal for implementing the change indicating the estimated change to the Target Price and/or the Project Schedule, as applicable. If Owner (having consulted with the Independent Engineer in the case of a Material Change) agrees that the Contractor’s proposal should be implemented, Owner (having consulted with the Independent Engineer in the case of a Material Change) shall issue a Change Order incorporating such proposal. Upon receiving such Change Order, Contractor shall diligently perform the change in accordance with the terms thereof. 12.2.3 Contractor’s proposal required pursuant to Section 12.2.2 shall consist of: (a) a detailed material take-off with supporting calculations in accordance with the pricing structure herein, for pricing the change, (b) revisions, if any, to the Drawings and Specifications, (c) a schedule for the work associated with the proposed change, (d) the effect, if any, to the Target Price and/or the Project Schedule, as applicable, (e) the effect, if any, of the change on the Work, including the Performance Tests and/or Demonstration Tests (or protocol therefor), (f) changes, if any, to any right, liability or obligation of a Party or any other provision hereof and (g) changes, if applicable, to any Applicable Deadline.

Change Order Process. 12.2.1 Contractor shall provide Notice to Owner as soon as practicable, but no later than five (5) Business Days, after the time when Contractor knows of the impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that will impact the Work. Failure to provide such Notice within ten (10) Business Days after the time when Contractor knows of the impact of any Force Majeure Event shall be deemed to be a waiver of the Contractor’s right to receive a Change Order with respect thereto. Such Notice shall, to the extent practicable, specify the estimated impact on the Target Price and/or the Project Schedule, as applicable, the impact upon the various portions of the Work occasioned by reason of such Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, and shall substantiate the foregoing to the satisfaction of Owner. In the event that Contractor does not know or is unable to specify with reasonable certainty the impact upon the Work at the time such Notice is to be delivered, Contractor shall instead provide Owner with a notice of a potential or anticipated impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that could impact the Work, and shall thereafter provide Owner (and, if requested by Owner, the Independent Engineer) with periodic supplemental Notices during the period that the Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, as applicable, continues, detailing any developments, progress or other relevant information of which Contractor is aware. To the extent Owner (in consultation with the Independent Engineer with respect to a Material Change) agrees with the Contractor’s determination of a Force Majeure Event or Owner Caused Delay or any other basis for a Change Order, as applicable, and the effects thereof, Owner shall notify Contractor of Owner’s acceptance. In the event Owner (in consultation with the Independent Engineer with respect to a Material Change) does not accept the Contractor’s findings, Owner or Contractor shall be permitted to dispute such Change Order in accordance with Article 36, and Contractor shall be paid for any Work performed in respect of such disputed Change Order as provided in Section 12.2.5. 12.2.2 As soon as practicable, and in any event within fifteen (15) Days (or such other period as is mutually agreed by Owner and Contractor) after receipt from Owner of a request for a change or Notice of Owner’s acceptance under Section 12.2.1, Contractor shall submit to Owner a proposal for implementing the change indicating the estimated change to the Target Price and/or the Project Schedule, as applicable. If Owner (having consulted with the Independent Engineer in the case of a Material Change) agrees that the Contractor’s proposal should be implemented, Owner (having consulted with the Independent Engineer in the case of a Material Change) shall issue a Change Order incorporating such proposal. Upon receiving such Change Order, Contractor shall diligently perform the change in accordance with the terms thereof. 12.2.3 Contractor’s proposal required pursuant to Section 12.2.2 shall consist of: (a) a detailed material take-off with supporting calculations in accordance with the pricing structure herein, for pricing the change, (b) revisions, if any, to the Drawings and Specifications, (c) a schedule for the work associated with the proposed change, (d) the effect, if any, to the Target Price and/or the Project Schedule, as applicable, (e) the effect, if any, of the change on the Work, including the Performance Tests and/or Demonstration Tests (or protocol therefor), (f) changes, if any, to any right, liability or obligation of a Party or any other provision hereof and (g) changes, if applicable, to any Applicable Deadline.

Change Order Process. 12.2.1 Contractor shall provide Notice to Owner as soon as practicable, but no later than five (5) Business Days, after the time when Contractor knows of the impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that will impact the Work. Failure to provide such Notice within ten five (105) Business Days after the time when Contractor knows of the impact of any Force Majeure Event shall be deemed to be a waiver of the Contractor’s right to receive a Change Order with respect thereto. Such Notice shall, to the extent practicable, specify the estimated impact on the Target Price and/or the Project Schedule, as applicable, the impact upon the various portions of the Work occasioned by reason of such Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, and shall substantiate the foregoing to the satisfaction of Owner. In the event that Contractor does not know or is unable to specify with reasonable certainty the impact upon the Work at the time such Notice is to be delivered, Contractor shall instead provide Owner with a notice of a potential or anticipated impact of any Force Majeure Event, Owner Caused Delay or any other basis for a Change Order that could impact the Work, and shall thereafter provide Owner (and, if requested by Owner, the Independent Engineer) with periodic supplemental Notices during the period that the Force Majeure Event, Owner Caused Delay or any other basis for a Change Order, as applicable, continues, detailing any developments, progress or other relevant information of which Contractor is aware. To the extent Owner (in consultation with the Independent Engineer with respect to a Material Change) agrees with the Contractor’s determination of a Force Majeure Event or Owner Caused Delay or any other basis for a Change Order, as applicable, and the effects thereof, Owner shall notify Contractor of Owner’s acceptance. In the event Owner (in consultation with the Independent Engineer with respect to a Material Change) does not accept the Contractor’s findings, Owner or Contractor shall be permitted to dispute such Change Order in accordance with Article 36, and Contractor shall be paid for any Work performed in respect of such disputed Change Order as provided in Section 12.2.5. Notwithstanding the time requirements in this Section 12.2.1, Contractor shall have thirty (30) Days from the Effective Date or the date of receipt, whichever is later, to review Relied Upon Information and provide Notice to Owner of any changes to the Work (if any) arising therefrom. Subsequent to that initial review period, the time requirements of this Section 12.2.1 shall also apply to Relied Upon Information. 12.2.2 As soon as practicable, and in any event within fifteen (15) Days (or such other period as is mutually agreed by Owner and Contractor) after receipt from Owner of a request for a change or Notice of Owner’s acceptance under Section 12.2.1, Contractor shall submit to Owner a proposal for implementing the change indicating the estimated change to the Target Price and/or the Project Schedule, as applicable. If Owner (having consulted with the Independent Engineer in the case of a Material Change) agrees that the Contractor’s proposal should be implemented, Owner (having consulted with the Independent Engineer in the case of a Material Change) shall issue a Change Order incorporating such proposal, which shall then be signed by both parties as required by Section 12.1.3. Upon Subject to Section 12.2.5, upon receiving such mutually signed Change Order, Contractor shall diligently perform the change in accordance with the terms thereof. 12.2.3 Contractor’s proposal required pursuant to Section 12.2.2 shall consist of: (a) a detailed material take-off with supporting calculations in accordance with the pricing structure herein, for pricing the change, (b) revisions, if any, to the Drawings and Specifications, (c) a schedule for the work associated with the proposed change, (d) the effect, if any, to the Target Price and/or the Project Schedule, as applicable, (e) the effect, if any, of the change on the Work, including the Performance Tests and/or Demonstration Tests (or protocol therefor), (f) changes, if any, to any right, liability or obligation of a Party or any other provision hereof hereof, and (g) changes, if applicable, to any Applicable DeadlineDeadline or Schedule Milestone Completion Date. 12.2.4 Contractor’s supporting calculations shall show: (a) the estimated unit quantities, home office and Job Site manpower, Material usage and services to be added and/or deducted by size, type and/or amount provided; (b) the industry estimating reference or other basis used to determine prices, man-hours per unit of installed Materials, rental rates and other similar cost standards; (c) detailed cost breakdown for manpower, engineering and Materials; (d) the Contractor’s Margin; and (e) impacts, if any, to the Critical Path. 12.2.5 Contractor shall not suspend performance of this Agreement during the review and negotiation of any change (regardless of whether such change is proposed by Contractor or Owner), except as may be directed by Owner. Contractor shall commence and perform the changed Work specified in the Change Order issued by Owner under Sections 12.2.2 or 12.3.1, on a cost-reimbursable basis, using Exhibit B-1 and Exhibit C as the basis for such compensation. In the event Owner and Contractor are unable to reach agreement for pricing of a change, or time for performance of changed Work, disagreements regarding such Change Order shall be subject to the dispute resolution procedures set forth in Article 36. Pending resolution of the Dispute, Contractor shall perform the Work as specified in such Change Order and Owner shall continue to pay Contractor all Direct Costs and Contractor’s G&A and Contractor’s Margin applicable thereto associated with such Change Order.