Common use of Change Orders Requested by Contractor Clause in Contracts

Change Orders Requested by Contractor. A. Contractor shall only be entitled to a Change Order in the event of any of the following occurrences: 1. Force Majeure to the extent allowed under Section 6.8A; 2. Acceleration of the Work ordered by Owner pursuant to Section 5.6; 3. Suspension in Work ordered by Owner pursuant to Section 14.3; or, 4. To the extent expressly permitted under Section 2.5B.1, Section 6.4, Section 6.9, or Section 12.2A. B. Should Contractor desire to request a Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.6, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form of Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, all documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section 6.6. C. If Owner agrees that a Change Order is necessary and agrees with Contractor’s statement regarding the effect of the proposed Change Order on the Changed Criteria, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1, and such Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Parties. Owner shall notify Contractor within thirty (30) days after receipt if the Change Order request, when submitted, is not adequately documented and supported by Contractor as required under this Agreement. D. If the Parties agree that Contractor is entitled to a Change Order but cannot agree on the effect of the proposed Change Order on the Changed Criteria within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediately, the rights, obligations and procedures set forth in Section 6.1C are applicable. E. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed Change Order, then the dispute shall be resolved as provided in ARTICLE 16. Pending resolution of the dispute, Contractor shall continue to perform the Work required under this Agreement, and Owner shall continue to pay Contractor in accordance with the terms of this Agreement, any Change Orders and any previously agreed or unilateral Change Orders.

Change Orders Requested by Contractor. A. (a) It is the intent of the Owner and Contractor shall only that the Scope of Work includes all items reasonably necessary for the proper execution and completion of the Work. Work not described in the Scope of Work will not be entitled to required without a Change Order in unless that work is reasonably inferable from the event Scope of any of the following occurrences:Work. 1. Force Majeure to the extent allowed under Section 6.8A; 2. Acceleration of the Work ordered by Owner pursuant (b) Subject to Section 5.6; 3. Suspension in Work ordered 7.02(d) below, Contractor may at any time, by Owner pursuant written notice to Section 14.3; or, 4. To the extent expressly permitted under Section 2.5B.1Owner, Section 6.4, Section 6.9, or Section 12.2A. B. Should Contractor desire to request a Change Order under in the Work (together with any necessary or requested amendments to this Section 6.2Agreement). If Contractor reasonably believes that such requested Change will increase or decrease its cost of performing the Work, Contractor shalllengthen or shorten the time needed for completion of the Work, pursuant to Section 6.6require modification of its warranties in Article XII or require a modification of any other provisions of this Agreement, it shall notify Owner in writing of such, setting forth its justification for and issue to Ownereffect of such changes, at Contractor’s expense, within seven (7) days after making a request for a proposed Change. If such description of effect is stated to be an estimate, such request for a Change Order in the form shall not be effective unless and until a subsequent notice is provided by Contractor stating such effect definitively. If such notice does not specify any effect of Schedule D-3such requested Change as to cost, a detailed explanation of the proposed change and Contractor’s reasons for proposing the changeschedule, all documentation necessary warranty obligations or other provisions hereof, then such requested Change shall be deemed to verify the effects of the change on the Changed Criteria, and all other information required by Section 6.6. C. If Owner agrees that be a Change Order is without any such effect and may be accepted by Owner without any such effect. If Owner accepts the Changes requested by Contractor (together with amendments to this Agreement specified therein, if any), or if the Parties agree upon a modification of such requested Changes, the Parties shall set forth the agreed upon Change in the Work and agreed upon amendments to this Agreement, if any, in a written Change Order signed by all Parties. Notwithstanding the provisions of this Section 7.02(b), Contractor shall have the right, upon notice to Owner, to carry out, free of charge to Owner, such modifications to the Work which Contractor deems in its reasonable judgment necessary for technical reasons, in order to meet any Guaranteed Performance Levels or to otherwise comply with its obligations under this Agreement so long as such modification has no material impact on Owner’s cost of operating the Ethanol Plant. (c) Contractor may at any time, by written notice to Owner, propose Changes in the Work (i) due to a Force Majeure Event or Pre-Existing Hazardous Material, or an error in the report contained in Exhibit S hereto, provided that such Force Majeure Event or circumstance has an impact that will adversely and agrees with materially affect Contractor’s statement regarding ability to complete one or more Milestones by the effect required dates or cost of performance, (ii) due to an Owner Caused Delay, provided that such Owner Caused Delay has a demonstrable material cost increase to Contractor and/or schedule impact that will adversely and materially affect Contractor’s ability to complete one or more Milestones by the required dates or (iii) due to a Change In Law, provided that such Change In Law prevents Contractor from performing all or a portion of the proposed Work, has a demonstrable material cost increase to Contractor and/or has a schedule impact that will adversely and materially affect Contractor’s ability to complete one or more Milestones by the required dates. Unless the foregoing conditions are met, Contractor may not request a Change Order on the Changed Criteria, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1Work due to a Force Majeure Event, and such Owner Caused Delay or Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Partiesin Law. Owner shall notify Contractor within thirty (30) days after receipt if the Change Order request, when submitted, is not adequately documented and supported by Contractor as required under this Agreement. D. If the Parties agree that Contractor is entitled the foregoing conditions have been met, then the Parties agree to bargain reasonably and in good faith for the execution of a mutually acceptable Change Order but cannot Order. If in such event the Parties are unable to agree on the effect of the proposed Change Order on the Changed Criteria within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediatelycost, the rights, obligations and procedures set forth in Section 6.1C are applicable. E. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed Change Order, then the dispute cost shall be resolved as provided in ARTICLE 16. Pending resolution of the dispute, Contractor determined and payment shall continue to perform the Work required under this Agreement, and Owner shall continue to pay Contractor be made in accordance with the terms Cost Plus Formula under Section 7.02(e). Disagreements regarding application of the Cost Plus Formula, whether the conditions of this Section 7.02(c) have been met, and schedule impacts, if any, of Changes covered by this Section 7.02(c) shall be resolved in accordance with Article XVII and Section 7.03 of this Agreement. (d) If Contractor knows of circumstances or events that reasonably requires a Change in the Work or Project Schedule, and Contractor does not provide written notification to Owner of such within ten (10) days after the date Contractor knows of such circumstances or events, then Contractor shall not have any right to request or require any additional consideration or other changes as to cost, schedule, warranty obligations or other provisions hereof, and Contractor shall have waived any claims or offsets against Owner, with respect to any Change Orders Order or any necessary Change in the Work or Project Schedule arising out of such circumstances or events. (e) The Parties agree to bargain reasonably and in good faith for the execution of a mutually-acceptable lump sum Change Order. Failing agreement, the cost of Change Order shall be determined as provided for by a cost plus formula consisting of the sum of the following the (“Cost Plus Formula”): (i) Actual costs (which include materials, supplies, equipment, rental, and travel and travel-related costs) incorporated or consumed in the change in Work, at Contractor’s actual cost including applicable taxes, substantiated by verifiable invoices or data; (ii) Labor at Contractor’s “out-of-pocket” cost at rates shown in Exhibit K substantiated by employee-hour computations at the wage scale paid the worker actually performing the labor plus the percentage to cover direct labor overhead (social security, insurance, etc.) as described on Exhibit K; (iii) The cost of Work performed by Subcontractors, at Contractor’s actual cost including applicable taxes, computed in the same manner as items (i) through (ii) inclusive above, except that percentages may be adjusted to different trade practices if substantiated to Owner to its reasonable satisfaction; (iv) Contractor’s fee covering all profit charges, and any previously agreed or unilateral Change Ordersother indirect costs whatsoever, in an amount equal to *****% of the above items (i, ii and iii); and (v) Actual costs incurred by Contractor for additional bond and insurance coverage as necessary.

Change Orders Requested by Contractor. A. (a) It is the intent of the Owner and Contractor shall only that the Scope of Work includes all items reasonably necessary for the proper execution and completion of the Work. Work not described in the Scope of Work will not be entitled to required without a Change Order in unless that work is reasonably inferable from the event Scope of any of the following occurrences:Work. 1. Force Majeure to the extent allowed under Section 6.8A; 2. Acceleration of the Work ordered by Owner pursuant (b) Subject to Section 5.6; 3. Suspension in Work ordered 7.02(d) below, Contractor may at any time, by Owner pursuant written notice to Section 14.3; or, 4. To the extent expressly permitted under Section 2.5B.1Owner, Section 6.4, Section 6.9, or Section 12.2A. B. Should Contractor desire to request a Change Order under in the Work (together with any necessary or requested amendments to this Section 6.2Agreement). If Contractor reasonably believes that such requested Change will increase or decrease its cost of performing the Work, Contractor shalllengthen or shorten the time needed for completion of the Work, pursuant to Section 6.6require modification of its warranties in Article XII or require a modification of any other provisions of this Agreement, it shall notify Owner in writing of such, setting forth its justification for and issue to Ownereffect of such changes, at Contractor’s expense, within seven (7) days after making a request for a proposed Change. If such description of effect is stated to be an estimate, such request for a Change Order in the form shall not be effective unless and until a subsequent notice is provided by Contractor stating such effect definitively. If such notice does not specify any effect of Schedule D-3such requested Change as to cost, a detailed explanation of the proposed change and Contractor’s reasons for proposing the changeschedule, all documentation necessary warranty obligations or other provisions hereof, then such requested Change shall be deemed to verify the effects of the change on the Changed Criteria, and all other information required by Section 6.6. C. If Owner agrees that be a Change Order is without any such effect and may be accepted by Owner without any such effect. If Owner accepts the Changes requested by Contractor (together with amendments to this Agreement specified therein, if any), or if the Parties agree upon a modification of such requested Changes, the Parties shall set forth the agreed upon Change in the Work and agreed upon amendments to this Agreement, if any, in a written Change Order signed by all Parties. Notwithstanding the provisions of this Section 7.02(b), Contractor shall have the right, upon notice to Owner, to carry out, free of charge to Owner, such modifications to the Work which Contractor deems in its reasonable judgment necessary for technical reasons, in order to meet any Guaranteed Performance Levels or to otherwise comply with its obligations under this Agreement so long as such modification has no material impact on Owner’s cost of operating the Facility. (c) Contractor may at any time, by written notice to Owner, propose Changes in the Work (i) due to a Force Majeure Event or Pre-Existing Hazardous Material, or an error in the report contained in Exhibit S hereto, provided that such Force Majeure Event or circumstance has an impact that will adversely and agrees with materially affect Contractor’s statement regarding ability to complete one or more Milestones by the effect required dates or cost of performance, (ii) due to an Owner Caused Delay, provided that such Owner Caused Delay has a demonstrable material cost increase to Contractor and/or schedule impact that will adversely and materially affect Contractor’s ability to complete one or more Milestones by the required dates or (iii) due to a Change In Law, provided that such Change In Law prevents Contractor from performing all or a portion of the proposed Work, has a demonstrable material cost increase to Contractor and/or has a schedule impact that will adversely and materially affect Contractor’s ability to complete one or more Milestones by the required dates. Unless the foregoing conditions are met, Contractor may not request a Change Order on the Changed Criteria, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1Work due to a Force Majeure Event, and such Owner Caused Delay or Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Partiesin Law. Owner shall notify Contractor within thirty (30) days after receipt if the Change Order request, when submitted, is not adequately documented and supported by Contractor as required under this Agreement. D. If the Parties agree that Contractor is entitled the foregoing conditions have been met, then the Parties agree to bargain reasonably and in good faith for the execution of a mutually acceptable Change Order but cannot Order. If in such event the Parties are unable to agree on the effect of the proposed Change Order on the Changed Criteria within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediatelycost, the rights, obligations and procedures set forth in Section 6.1C are applicable. E. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed Change Order, then the dispute cost shall be resolved as provided in ARTICLE 16. Pending resolution of the dispute, Contractor determined and payment shall continue to perform the Work required under this Agreement, and Owner shall continue to pay Contractor be made in accordance with the terms Cost Plus Formula under Section 7.02(e). Disagreements regarding application of the Cost Plus Formula, whether the conditions of this Section 7.02(c) have been met, and schedule impacts, if any, of Changes covered by this Section 7.02(c) shall be resolved in accordance with Article XVII and Section 7.03 of this Agreement. (d) If Contractor knows of circumstances or events that reasonably requires a Change in the Work or Project Schedule, and Contractor does not provide written notification to Owner of such within ten (10) days after the date Contractor knows of such circumstances or events, then Contractor shall not have any right to request or require any additional consideration or other changes as to cost, schedule, warranty obligations or other provisions hereof, and Contractor shall have waived any claims or offsets against Owner, with respect to any Change Orders Order or any necessary Change in the Work or Project Schedule arising out of such circumstances or events. (e) The Parties agree to bargain reasonably and in good faith for the execution of a mutually-acceptable lump sum Change Order. Failing agreement, the cost of Change Order shall be determined as provided for by a cost plus formula consisting of the sum of the following the (“Cost Plus Formula”): (i) Actual costs (which include materials, supplies, equipment, rental, and travel and travel-related costs) incorporated or consumed in the change in Work, at Contractor’s actual cost including applicable taxes, substantiated by verifiable invoices or data; (ii) Labor at Contractor’s “out-of-pocket” cost at rates shown in Exhibit K substantiated by employee-hour computations at the wage scale paid the worker actually performing the labor plus the percentage to cover direct labor overhead (social security, insurance, etc.) as described on Exhibit K; (iii) The cost of Work performed by Subcontractors, at Contractor’s actual cost including applicable taxes, computed in the same manner as items (i) through (ii) inclusive above, except that percentages may be adjusted to different trade practices if substantiated to Owner to its reasonable satisfaction; (iv) Contractor’s fee covering all profit charges, and any previously agreed or unilateral Change Ordersother indirect costs whatsoever, in an amount equal to “*****” of the above items (i, ii and iii); and (v) Actual costs incurred by Contractor for additional bond and insurance coverage as necessary.

Change Orders Requested by Contractor. A. (a) It is the intent of Owner and Contractor that the Scope of Work attached hereto as Exhibit A includes all items necessary for the proper execution and completion of the Work. (b) Subject to paragraphs (c) and (d) below, Contractor may at any time, by written notice to Owner, request a Change in the Work (together with any necessary or requested amendments to the Contract Documents). If Contractor believes that such requested Change will increase or decrease its cost of performing the Work, lengthen or shorten the time needed for completion of the Work, require modification of its warranties in Article XII or require a modification of any other provisions of the Contract Documents, it shall only notify Owner of such, setting forth its justification for and effect of such change. If Owner accepts the Changes requested by Contractor (together with amendments to the Contract Documents specified therein, if any), or if the Parties agree upon a modification of such requested Changes, the Parties shall set forth the agreed upon Change in the Work and agreed upon amendments to the Contract Documents, if any, in a written Change Order signed by all Parties. For the avoidance of doubt, the Parties agree that Owner’s representative shall have authority to approve Change Orders. The Parties hereby express their intention that this Agreement will not be entitled modified orally, through course of conduct or otherwise (regardless of whether any other agreements or documents relating to this Project have been so amended or modified), unless a writing to such effect is executed by the Parties. Further, in the event either Party hereto proposes that any oral agreement or course of conduct be construed as an amendment or modification to this Agreement, it shall first notify the other Party in writing of such proposal in accordance with Section 18.4. No such proposal notice shall be deemed accepted unless executed by the Party receiving the same. (c) Contractor may at any time, by written notice to Owner, propose Changes in the Work: (i) due to a Force Majeure Event, provided that such Force Majeure Event has an impact that will actually, demonstrably, adversely and materially affect Contractor’s ability to complete the Project by the required dates and further provided that Contractor complies with requirements provided in Article XIV and Section 6.2(b); (ii) due to an Owner Caused Delay, or, as provided in Section 3.2(a), third party delay, provided that such Delay has a demonstrable material cost increase to Contractor and/or schedule impact that will actually, demonstrably, adversely and materially affect Contractor’s ability to complete the Project by the required date and further provided that Contractor complies with the requirements set forth in Article XIV; (iii) due to a Change Order in the event of any In Law, provided that such Change In Law prevents Contractor from performing all or a portion of the following occurrences: 1. Force Majeure Work, has a demonstrable material cost increase to the extent allowed under Section 6.8A; 2. Acceleration Contractor and/or has a schedule impact that will actually, demonstrably, adversely and materially affect Contractor’s ability to complete all portions of the Work ordered Project by Owner pursuant the required date, and further provided that Contractor shall diligently make adjustments to Section 5.6; 3. Suspension in Work ordered by Owner pursuant to Section 14.3; or, 4. To minimize the extent expressly permitted under Section 2.5B.1, Section 6.4, Section 6.9, or Section 12.2A. B. Should Contractor desire to request a effect of such Change Order under this Section 6.2, Contractor shall, pursuant to Section 6.6, notify Owner in writing and issue to Owner, at Contractor’s expense, a request for a proposed Change Order in the form of Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, all documentation necessary to verify the effects of the change In Law on the Changed Criteria, and all other information required by Section 6.6. C. Project; or (iv) due to certain unforeseeable subsurface conditions. If Owner agrees that a Change Order is necessary and agrees with Contractor’s statement regarding the effect Contractor has met all of the proposed Change Order on the Changed Criteriaapplicable condition precedents for a requested Change, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1, and such Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Parties. Owner shall notify Contractor within thirty (30) days after receipt if the Change Order request, when submitted, is not adequately documented and supported by Contractor as required under this Agreement. D. If the Parties agree that Contractor is entitled to the execution of a mutually acceptable Change Order but cannot Order. If in such event the Parties are unable to agree on the effect of the proposed Change Order on the Changed Criteria within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediately, the rights, obligations and procedures set forth in Section 6.1C are applicable. E. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed mutually acceptable Change Order, then the dispute shall be resolved as provided in ARTICLE 16accordance with Article XVII. Pending resolution Any extension permitted under this Section shall be of an equitable duration designed to reflect the disputedelay actually caused by the relevant event despite Contractor’s efforts to mitigate the same. (d) If Contractor knows of circumstances or events that do or may require a Change in the Work or Project Schedule, Contractor shall continue provide written notification to perform Owner of such within fifteen (15) days after the Work required under this Agreement, and Owner shall continue to pay date Contractor knows or should have known (in accordance with the terms exercise of this Agreement, any Change Orders and any previously agreed due diligence) of such circumstances or unilateral Change Ordersevents.

Change Orders Requested by Contractor. A. (a) It is the intent of the Owner and Contractor shall only that the Scope of Work attached hereto as Exhibit "A" includes all items necessary for the proper execution and completion of the Work. Work not described in the Scope of Work attached hereto as Exhibit "A" will not be entitled to required without a Change Order in unless that work is consistent with and reasonably inferable from the event Scope of Work, so that a design-build contractor of Contractor's experience and expertise should have anticipated that the work would have been required. (b) Subject to paragraphs (b) and (c) below, Contractor may at any of the following occurrences: 1. Force Majeure time, by written notice to the extent allowed under Section 6.8A; 2. Acceleration of the Work ordered by Owner pursuant to Section 5.6; 3. Suspension in Work ordered by Owner pursuant to Section 14.3; or, 4. To the extent expressly permitted under Section 2.5B.1Owner, Section 6.4, Section 6.9, or Section 12.2A. B. Should Contractor desire to request a Change Order under in the Work (together with any necessary or requested amendments to this Section 6.2Agreement). If Contractor believes that such requested Change will increase or decrease its cost of performing the Work, Contractor shalllengthen or shorten the time needed for completion of the Work, pursuant to Section 6.6require modification of its warranties in Article XII or require a modification of any other provisions of this Agreement, it shall notify Owner in writing of such, setting forth its justification for and issue to Ownereffect of such changes, at Contractor’s expense, within ten (10) days after making a request for a proposed Change. In the event that Contractor does not provide a written notice to Owner specifying the effect of such requested Changes as to cost, schedule, warranty obligations or other provisions hereof within ten (10) days after giving written notice of a requested Change, and if Owner approves of the requested Change, then such requested Change shall be deemed to be a Change Order as specified by Contractor in its initial request (including any amendments hereto specified therein, if any) unconditionally and without additional consideration or other amendments hereto (except as specified by Contractor in its initial request), and Contractor shall have waived any claims or offsets against Owner as a result of such Change Order. If Owner accepts the Changes requested by Contractor (together with amendments to this Agreement specified therein, if any), or if the Parties agree upon a modification of such requested Changes, the Parties shall set forth the agreed upon Change in the form of Schedule D-3Work and agreed upon amendments to this Agreement, if any, in a detailed explanation written Change Order signed by all Parties. (c) Contractor may at any time, by written notice to Owner, propose Changes in the Work or the Critical Milestones (i) due to a Force Majeure Event, provided that such Force Majeure Event has an impact that will actually, demonstrably, adversely and materially affect Contractor's ability to complete one or more Milestones by the required dates, (ii) due to an Owner Caused Delay, provided that such Owner Caused Delay has a demonstrable material cost increase to Contractor and/or schedule impact that will actually, demonstrably, adversely and materially affect Contractor's ability to complete one or more Milestones by the required dates or (iii) due to a Change In Law, provided that such Change In Law prevents Contractor from performing all or a portion of the proposed change Work, has a demonstrable material cost increase to Contractor and/or has a schedule impact that will actually, demonstrably, adversely and materially affect Contractor’s reasons for proposing 's ability to complete one or more Milestones by the changerequired dates. Unless the foregoing conditions are met, all documentation necessary Contractor may not request a Change in the Work or Critical Milestones due to verify the effects of the change on the Changed Criteriaa Force Majeure Event, and all other information required by Section 6.6. C. Owner Caused Delay or Change In Law. If Owner agrees that a Change Order is necessary and agrees with Contractor’s statement regarding the effect Contractor has met all of the proposed Change Order on the Changed Criteriaapplicable condition precedents for a requested Change, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1, and such Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Parties. Owner shall notify Contractor within thirty (30) days after receipt if the Change Order request, when submitted, is not adequately documented and supported by Contractor as required under this Agreement. D. If the Parties agree that Contractor is entitled to bargain reasonably and in good faith for the execution of a mutually acceptable Change Order but cannot Order. If in such event the Parties are unable to agree on the effect of the proposed Change Order on the Changed Criteria within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Change Order commence immediately, the rights, obligations and procedures set forth in Section 6.1C are applicable. E. If the Parties cannot agree upon whether Contractor is entitled to a Change Order within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed mutually acceptable Change Order, then the dispute shall be resolved in accordance with Article XVII, except as otherwise provided in Section 6.03, and except as provided in ARTICLE 16. Pending resolution Section 14.03, Contractor will be limited to extensions of the disputeProject Schedule only for Force Majeure Events. (d) If Contractor knows of circumstances or events that do or may require a Change in the Work or Project Schedule, and Contractor does not provide written notification to Owner of such within ten (10) days after the date Contractor knows of such circumstances or events, then Contractor shall continue not have any right to perform request or require any additional consideration or other changes as to cost, schedule, warranty obligations or other provisions hereof, and Contractor shall have waived any claims or offsets against Owner, with respect to any Change Order or any necessary Change in the Work required under this Agreement, and Owner shall continue to pay Contractor in accordance with the terms or Project Schedule arising out of this Agreement, any such circumstances or events. (e) The cost of Change Orders and any previously agreed or unilateral Change Orders.shall be determined as provided in the attached Exhibit K.

Change Orders Requested by Contractor. A. 6.2.1 It is the intent of FPL and Contractor that the Scope of Work attached hereto as Appendix A, Scope of Work, includes all items necessary for the proper execution and completion of the Work. As more particularly described in Section 3.1.3, Contractor’s Exclusions, of Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF CONTRACTOR work not described in the Scope of Work attached hereto as Appendix A, Scope of Work, shall only be entitled to not require a Change Order in if such work is consistent with and reasonably inferable from the event Scope of any Work, so that an engineering, procurement and construction contractor of Contractor’s experience and expertise should have anticipated that the following occurrences:work would have been required. 1. Force Majeure to the extent allowed under Section 6.8A; 2. Acceleration of the Work ordered by Owner pursuant 6.2.2 Subject to Section 5.6; 3. Suspension in Work ordered 6.2.3, below, Contractor may at any time, by Owner pursuant written notice to Section 14.3; or, 4. To the extent expressly permitted under Section 2.5B.1FPL, Section 6.4, Section 6.9, or Section 12.2A. B. Should Contractor desire to request a Change Order under this Section 6.2in the Work (together with any necessary or requested amendments to the Contract Documents) and FPL may accept or reject such request in its sole discretion. If Contractor believes that such requested Change will increase or decrease its cost of performing the Work, Contractor shalllengthen or shorten the time needed for completion of the Work, pursuant to Section 6.6require modification of its warranties in Article XII, CONTRACTOR’S WARRANTIES, or require a modification of any other provisions of the Contract Documents, it shall notify Owner in writing FPL of such, setting forth its justification for and issue to Ownereffect of such changes, at Contractor’s expense, within ten (10) days after making a request for a proposed Change. If FPL accepts the Changes requested by Contractor (together with amendments to the Contract Documents specified therein, if any), or if the Parties agree upon a modification of such requested Changes, the Parties shall set forth the agreed upon Change in the Work and agreed upon amendments to the Contract Documents, if any, in a written Change Order in the form of Schedule D-3, a detailed explanation of the proposed change and Contractor’s reasons for proposing the change, signed by all documentation necessary to verify the effects of the change on the Changed Criteria, and all other information required by Section 6.6. C. If Owner agrees that a Change Order is necessary and agrees with Contractor’s statement regarding the effect of the proposed Change Order on the Changed Criteria, then Owner shall issue such Change Order, which shall be in the form of Schedule D-1, and such Change Order shall become binding on the Parties as part of this Agreement upon execution thereof by the Parties. Owner shall notify Contractor within thirty (30) days after receipt if For the Change Order requestavoidance of doubt, when submitted, is not adequately documented and supported by Contractor as required under this Agreement. D. If the Parties agree that FPL’s representative referred to in Section 4.11 shall not have authority to approve Change Orders. The Parties acknowledge and agree that one or more of the documents and agreements, including agreements with Subcontractors, may not be amended orally or through course of conduct. The Parties hereby express their intention that this Agreement will not be modified orally, through course of conduct or otherwise (regardless of whether any other agreements or documents relating to this Project have been so amended or modified). 6.2.3 Contractor is entitled may at any time, by written notice to FPL, propose Changes in the Work or the Critical Milestones due to: (a) A Force Majeure Event, provided that such Force Majeure Event has an impact that will actually, demonstrably, adversely and materially affect Contractor’s ability to complete one or more Critical Milestones by the required dates and further provided that Contractor complies with requirements provided in Article XIV, FORCE MAJEURE EVENT AND FPL CAUSED DELAY, and Section 6.2.2, above; (b) An FPL Caused Delay, provided that such FPL Caused Delay has a demonstrable material cost increase to Contractor and/or schedule impact that will actually, demonstrably, adversely and materially affect Contractor’s ability to complete one or more Critical Milestones by the required dates and further provided that Contractor complies with the requirements set forth in Article XIV, FORCE MAJEURE EVENT AND FPL CAUSED DELAY; (c) A Change Order but cannot agree on In Law, provided that such Change In Law prevents Contractor from performing all or a portion of the Work, has a demonstrable material cost increase to Contractor and/or has a schedule impact that will actually, demonstrably, adversely and materially affect Contractor’s ability to complete one or more Critical Milestones by the required dates, and further provided that Contractor shall diligently make adjustments to minimize the effect of the proposed such Change Order In Law on the Changed Criteria within thirty Project; or (30d) Days Certain unforeseeable subsurface conditions but only to the extent provided in Section 3.4.4, Differing Condition, of Owner’s receipt of Contractor’s written notice and proposed Article III, CERTAIN OBLIGATIONS AND RESPONSIBILITIES OF CONTRACTOR. Unless the foregoing conditions are met, Contractor may not request a Change Order and all other required information, or if Owner desires that the proposed changed Work set forth in the proposed Work or Critical Milestones due to a Force Majeure Event, FPL Caused Delay, Change Order commence immediately, the rights, obligations and procedures set forth in Section 6.1C are applicableIn Law or unforeseeable subsurface conditions. E. 6.2.4 If FPL agrees that Contractor has met all of the applicable conditions precedent for a requested Change, then the Parties cannot agree upon whether to bargain reasonably and in good faith for the execution of a mutually acceptable Change Order. Force Majeure Events will only entitle Contractor is entitled to extensions of the Project Schedule. If in such event the Parties are unable to agree on a Change Order within thirty (30) Days of Owner’s receipt of Contractor’s written notice and proposed mutually acceptable Change Order, then the dispute shall be resolved as provided in ARTICLE 16. Pending resolution of the dispute, Contractor shall continue to perform the Work required under this Agreement, and Owner shall continue to pay Contractor in accordance with Article XVII, DISPUTE RESOLUTION. Any extension permitted under this Section shall be of an equitable duration designed to reflect the terms of this Agreement, any Change Orders and any previously agreed or unilateral Change Ordersdelay actually caused by the relevant event despite Contractor’s reasonable efforts to mitigate the same.