Common use of Changes in the Work Clause in Contracts

Changes in the Work. The 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 the 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, and any costs associated with extension of time, delay or 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. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.

Changes in the Work. The Principal Representative may designate, without invalidating 6.1 Subcontractor shall make any and all changes to the work described in the Contract Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. 6.2 If necessary, and in accordance with the approval other provisions 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 Workthis Subcontract, the Contract sum being Price stated in Section 3 and the time for Subcontractor's performance shall be adjusted accordinglyby appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. All such Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount to or deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed by Contractor's written direction. Once Subcontractor receives Contractor's written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. 6.3 Payment for changed work shall be made in accordance with Section 4. 6.4 Subcontractor shall not make any changes in the Work shall be within the general scope of and be executed under the conditions of the Contract, except work described in Section 2 or in any way cause or allow that any claim for extension of time made necessary due work to the change or any claim of other delay or other impacts caused by or resulting deviate 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 WorkContract Documents without written direction from Contractor. Any claims for extension of time or of delay or other impacts, and If Subcontractor makes any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that he will not be paid for that changed work, even if he received verbal direction, written or otherwise, from the OWNER or any other person or entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such change he makes without written direction from Contractor. 6.4.1 Unless agreed to otherwise, any changes in the work which arise from a Subcontractor’s Additional Work Authorization (AWA), will require the signatures of both the Contractor’s Project Manager and the Superintendent. Each AWA will require these two signatures by the Contractor, in addition to that of the Subcontractor. An AWA is intended to cover work performed on a time and material basis or equivalent. An AWA is only to be used under circumstances where Subcontractor and Contractor agree that a conventional proposal, estimate and change order would not be appropriate. See Prime Contract General Conditions (Document 000700), Article 6.07 for additional Owner requirements. 6.5 If Subcontractor discovers a condition or situation that it believes constitutes a change to its Work, not involving extra cost, and not inconsistent with the intent of or otherwise requires a change to the Contract Documents, but otherwiseSubcontractor shall provide written notice of the change within five (5) calendar days from discovering such changed condition. If a dispute arises between Contractor and Subcontractor about whether particular work constitutes a change to the Work, except in an emergency endangering life or property, no extra Work or change in Subcontractor shall timely perform the Contract Documents shall be made unless by 1) a disputed work and give written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing notice of any allowance already provided in claim for additional compensation for that work within five (5) days after such work was performed. Subcontractor's failure to perform the encumbered contract amountwork or failure to give timely notice of the change and claim constitutes an agreement by him that he will not be paid for the disputed work. 6.6 No change, alteration, or modification to or deviation from this Agreement, the Contract sum being later adjusted Documents, prime contract, plans, or specifications, whether made in the manner provided in this provision or not, shall release or exonerate, in whole or in part, any bond or any surety on any bond given in connection with this Agreement, and no notice is required to decrease the Contract sum by be given to such surety of any unallocated such change, alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, Subcontractor shall make any 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 all changes in the Work work described in the Contract Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. If necessary, the contract price stated in Section 3 and the time for Subcontractor’s performance shall be within adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the general scope of and be executed under changed work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the conditions amount of the Contractaddition to or deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, except Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. Subcontractor shall not make any changes in the work described in Section 2 or in any way cause or allow that work to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any claim changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that it will not be paid for extension of time made necessary due to the change that changed work, even if it received verbal direction from Contractor or any claim form of direction, written or otherwise, from Owner or any other delay person or other impacts caused by entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or resulting in any way arising out of any such change it makes without written direction from the Contractor. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the Work work described in Section 2, Subcontractor shall be presented by timely perform the disputed work. If Subcontractor intends to submit a claim for the disputed work, it shall give prompt written notice to 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 Workwork. Any claims In addition, Subcontractor shall submit its written claim for extension additional compensation for that work within ten (10) days after such work is performed in sufficient detail for Contractor to make an evaluation of time or the merits of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented the claim. Subcontractor’s failure either to give the written notice before proceeding with the change in work or to submit claim within the Workten (10) days constitutes an agreement by it that it will not be paid for the disputed work. No change, and which are not adjusted by Change Order alteration, or modification to the extent knownor deviation from this Agreement, shall be waived. 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 otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate10.1 Owner shall have the right at any time during the progress of the Work to 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 the Contractor for any increased compensation without invalidating such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 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 express prior written approval. Failure to obtain such prior written approval for any changes will be deemed: (i) a waiver of any claim by Contractor for such items and (ii) an admission by Contractor that such items are in fact not a change but rather are part of the Work required of Contractor hereunder. 10.2 A Change Order, in the form attached as Exhibit E to this Agreement, shall be issued and with executed promptly after an agreement is reached between Contractor and Owner concerning the approval of State Buildings Program requested changes. Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the State ControllerChange Order in the manner as Owner and Contractor shall mutually agree. 10.3 If Owner and Contractor are unable to agree on a Change Order for the requested change, may order extra Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Work or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the WorkDirective Change. In that event, the Contract sum being Amount and Contract Time shall be adjusted accordinglyas directed by Owner. If Contractor disagrees with the Owner's adjustment determination, Contractor must make a claim pursuant to Section 11 of these General Conditions or else be deemed to have waived any claim on this matter it might otherwise have had. 10.4 In the event a requested change results in an increase to the Contract Amount, the amount of the increase shall be limited to the Contractor's reasonable direct labor and material costs and reasonable actual equipment costs as a result of the change (including 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 a Subcontractor, a maximum ten percent (10%) markup for all overhead and profit for all Subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted, with a maximum five percent (5%) markup thereon by the Contractor for all of its overhead and profit, for a total maximum markup of fifteen percent (15%). All such 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 placed on sales tax, shipping or subcontractor markup. 10.5 Owner shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Change Order or Work Directive Change. 10.6 The Project Manager shall have authority to order minor 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 not involving an adjustment to the change Contract Amount 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 an extension 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, Contract Time and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life . Such changes may be effected by Field Order or property, no extra Work or change in the Contract Documents by other written order. Such changes shall be made unless by 1) a written Change Order, approved by binding on the Principal Representative, State Buildings Program, and the State Controller prior Contractor. 10.7 Any modifications to proceeding this Contract shall be in compliance with the changed Work; or 2) by an Emergency Field Change Order approved by County procurement ordinance and policies and Administrative Procedures in effect at the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in time such allowance. No change to the Contract sum shall be valid unless so orderedmodifications are authorized.

Changes in the Work. The Principal Representative may designate, without 9.1 Without invalidating the AgreementAgreement and accompanying ▇▇▇▇▇, and OWNER may, at any time or from time to time, order additions, deletions or revisions in the work; these will be authorized by Change Orders. Upon receipt of a Change Order, CONTRACTOR shall proceed 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 accordinglyinvolved. 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 Price or an extension or shortening of the Contract Time an equitable adjustment will be made as provided in Article 10 or Article 11 based on a claim made by either party. 9.2 PROJECT MANAGER may authorize minor 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 the change or any claim of other delay or other impacts caused by or resulting from the change not involving an adjustment in the Work shall be presented by Contract Price or 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, and any costs associated with extension of time, delay or other impactsContract Time, which are not presented before proceeding consistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order and shall be binding on OWNER, and on CONTRACTOR who shall perform the change promptly. 9.3 Additional Work performed without authorization of a Change Order will not entitle CONTRACTOR to an increase in the WorkContract Price or an extension of the Contract Time, except in the case of an emergency as provided in Article 6.22 and which are not adjusted except as provided in Articles 9.2 and 12.9. 9.4 OWNER shall execute appropriate Change Orders in accordance with Articles 10 and 11 of the General Conditions as prepared by Change Order to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor PROJECT MANAGER covering changes in the Work, not involving extra cost, and not inconsistent with which are required by OWNER. 9.5 If notice of any change affecting the intent general scope of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved Price is required by the Principal Representativeprovisions of any Bond to be given to the surety, State Buildings Programit will be CONTRACTORS responsibility to notify the surety, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing amount of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum each applicable Bond shall be valid unless so orderedadjusted accordingly. CONTRACTOR shall furnish proof of such adjustment to OWNER. 9.6 If such changes or alterations diminish the quantity of work to be done, such changes or alterations shall not constitute the basis for damages or anticipated profits on the work that may be deleted from the contract. It is the intent of these Contract Documents that payment for all work performed and all materials furnished shall be for the actual work performed and the actual quantity of materials furnished.

Changes in the Work. The Principal Representative (a) Contractor may designateat any time, without invalidating the Agreementby written change order signed by Contractor’s Project Manager only, and with without notice to the approval of State Buildings Program and the State ControllerSurety or Sureties who issued Subcontractor’s bonds, 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 work to be performed hereunder, within the general scope hereof. If such changes cause an increase or decrease in the cost of and the work or in the required time for its performance, an equitable adjustment shall be executed under made subject to the conditions of this Paragraph. If Contractor and Subcontractor cannot agree on the Contractcost or time of performance for the change order work, except or if Contractor or Owner disagrees that any claim for claimed work is change work, Subcontractor shall nevertheless timely perform the disputed work as directed by Contractor in accordance with the change and dispute provisions of this Subcontract and, if applicable, the Prime Contract Documents. (b) Subcontractor shall make no changes in the work nor shall it be entitled to any additional compensation unless first authorized in a change order signed by Contractor’s Project Manager. (c) No increase in compensation of the Subcontractor or extension of time made necessary due for performance shall be allowed for change order work unless the Subcontractor makes application therefor, in writing, to the change or any claim of other delay or other impacts caused by or resulting Contractor within seven (7) days from the date on which Subcontractor receives a notification of change in the Work shall be presented by the Contractor and adjusted by Change Order work, (or three days prior to the extent known at the time such within which Contractor must submit a change is ordered and before proceeding with the extra order request or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change in the Work, and which are not adjusted by Change Order quotation to Owner pursuant to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent terms of the Contract Documents, but otherwisewhichever is earlier), except whether the notification instructs Subcontractor to proceed or not-to-proceed with the work. Subcontractor’s application must include a detailed breakdown of all costs and any schedule delays. If Subcontractor does not submit an application in an emergency endangering life or propertythis time period, no extra Work or change Subcontractor shall be deemed to waive and release any claim for additional compensation and additional time required for the performance of work. The Contractor will quote the Owner accordingly and Subcontractor will be responsible to perform the changes defined in the Contract Documents change order with no adjustment to Subcontractor’s compensation or time required for the performance of the work. (d) Notwithstanding any other provision of this Subcontract, to the maximum extent allowed by applicable law, Contractor will be liable to Subcontractor for any delay, disruption, loss of productivity, interference, acceleration or other damages to Subcontractor, resulting from or arising out of: (1) any acts or omissions by Owner, Architect, third-party utilities, governmental and regulatory authorities, or anyone for whom these parties may be responsible, (2) fire or other casualty, riots, strikes or other combined action of the workmen or others, (3) any acts of God, or (4) any other cause beyond Contractor’s reasonable control, only if and to the extent Owner is liable to Contractor for such damages and actually pays Contractor for such damages. It is expressly understood that the only obligation Contractor has to Subcontractor under this provision is to pass on to Owner any claim Subcontractor has for such damages, and to pay to Subcontractor any amounts which Owner pays to Contractor as a result of such claim. Subcontractor will reimburse Contractor for all costs and expenses, including attorneys’ and consultants’ fees and costs, incurred in connection with presenting any such claim to Owner. (e) If Subcontractor is performing disputed work pursuant to Section 5(a) above, the time and material cost associated with such work must be tracked and submitted to Contractor on a daily basis. Failure to provide any time and material tickets on a daily basis shall be made unless by 1) a written Change Order, approved agreement by the Principal RepresentativeSubcontractor that work was not performed that day, State Buildings Programand/or the work that was performed is not recoverable from Contractor. Any signature by Contractor employee on a time and material daily ticket shall mean Contractor is acknowledging receipt of the time and material ticket only, and such signature shall not be construed in and of itself as an admission that Contractor is accepting any such time or cost as extra work or that the State Controller prior to proceeding cost associated with the changed Work; such time or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedmaterial is otherwise due Subcontractor.

Changes in the Work. The Principal Representative may designate, without invalidating 12.1 OWNER must have the Agreement, and with right at any time during the approval of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent progress of the Contractor as hereafter provided, by altering, adding Work to increase or deducting from decrease the Work. Promptly after being notified of a change, the Contract sum being adjusted accordingly. All but in no event more than fourteen (14) days after its receipt of such changes notification (unless OWNER has agreed in the Work shall be within the general scope writing to a longer period of and be executed under the conditions time), CONTRACTOR must submit an itemized estimate of any cost or time increases or decreases or savings it foresees as a result of the Contract, except that any claim for extension of time made necessary due to the 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 Workchange. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 Except in an emergency endangering life or property, or for minor changes ordered by DESIGN PROFESSIONAL, no extra addition or changes to the Work must be made except upon written order of OWNER, and OWNER must not be liable to CONTRACTOR for any increased compensation or change in adjustment to the Contract Documents shall be made unless by 1) a Time without such written order. No officer, employee or agent of OWNER is authorized to direct any extra or changed work orally. 12.2 A Change Order, approved in the form attached as Exhibit J to the Contract, must be prepared by the Principal RepresentativeCONTRACTOR, State Buildings Programreviewed by DESIGN PROFESSIONAL and OWNER, and executed promptly by the State Controller prior to proceeding with parties after an agreement is reached between CONTRACTOR and OWNER concerning the changed Work; or 2) requested changes. CONTRACTOR must promptly perform changes authorized by an Emergency Field duly executed Change Orders. The Contract Amount and Contract Time must be adjusted in the Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract manner as OWNER and CONTRACTOR must mutually agree. 12.2.1 The OWNER may elect to charge changes in the Work against the established project contingency provided funds in the contingency area available and provided that doing so does not increase the Contract amount or the Contract time. The CONTRACTOR must utilize the “OWNER’S Contingency Fund Disbursement Request Form” attached as Exhibit T to the Agreement, in this situation and must keep a log of all items charged against the contingency amount, on the form attached as Exhibit U to the Agreement. 12.3 If OWNER and CONTRACTOR are unable to agree on a Change Order for the requested change, CONTRACTOR must, nevertheless, promptly perform the change as directed by OWNER in a written Construction Change Directive. In that event, the Contract sum being later Amount and Contract Time must be adjusted as directed by OWNER. If CONTRACTOR disagrees with OWNER'S adjustment determination, CONTRACTOR must make a Claim pursuant to Paragraph 13 of these General 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 the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall Amount, a Change Order must be valid unless so orderedissued which increases or decreases the GMP by the amount of 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 must be permitted. CONTRACTOR must not be entitled to any mark-up for Change Order or Construction Change Directive work, nor must the CONTRACTOR’S fee, overhead or profit be increased or decreased as a result of any Change Order or Construction Change Directive work. CONTRACTOR must not retain any portion of this change Work or mark up for himself for any reason. Provided, however, if at the time final payment is made to CONTRACTOR the total Cost of the Work has been decreased by approved Change Orders or Construction Change Directives in an amount causing the original GMP as set forth in the Compensation Amendment to be reduced by more than $0.00, then CONTRACTOR’S Fee must be reduced in an amount equal to the same percentage of reduction in the GMP amount. 12.5 Owner must have the right to conduct a review or audit of Contractor's books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of Contractor's claim with respect to Contractor's costs associated with any Change Order or Construction Change Directive. 12.6 Design Professional may direct Contractor to make changes to the Work, not including any adjustment to the Contract Amount or Contract Time. All such changes must be evidenced by a written order from Design Professional to Contractor, with a copy to Owner. Contractor must comply with all such orders.

Changes in the Work. The Principal Representative may designate, without invalidating 12.1 Owner shall have the Agreement, and with right at any time during the approval of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent progress of the Contractor as hereafter provided, by altering, adding Work to increase or deducting from decrease the Work. Promptly after being notified of a change, the Contract sum being adjusted accordingly. All but in no event more than fourteen (14) days after its receipt of such changes notification (unless Owner has agreed in the Work writing to a longer period of time), Construction Contractor shall be within the general scope submit an itemized estimate of and be executed under the conditions any cost or time increases or savings it foresees as a result of the Contract, except that any claim for extension of time made necessary due to the 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 Workchange. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 Except in an emergency endangering life or property, or for minor changes ordered by the Design Professional, no extra addition or changes to the Work or change in the Contract Documents shall be made unless by 1) a 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. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 12.2 A Change Order, approved in the form attached as Exhibit H to the Agreement, shall be prepared by the Principal RepresentativeConstruction Contractor, State Buildings Programreviewed by Design Professional and Owner, and executed promptly by the State Controller prior to proceeding with parties after an agreement is reached between Construction Contractor and Owner concerning the changed Work; or 2) requested changes. Construction Contractor shall promptly perform changes authorized by an Emergency Field duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amountmanner as Owner and Construction Contractor shall mutually agree. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order 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 sum being later 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 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 the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum Amount, a Change Order shall be valid unless 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. Construction Contractor shall not be entitled to any 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 $ , Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of percent ( %) of the amount that exceeds the sum of the original GMP plus $ . 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 $ , 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 Construction Contractor’s Fee shall be reduced in the amount of % of the Reduction amount. 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 orderedlong 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. The Principal Representative a. By appropriate modification, changes in the Work may designate, without invalidating be accomplished after execution of the Agreement. The Park District may order changes in the Work within the general scope of the Agreement consisting of additions, and deletions, or other revisions, with the approval of State Buildings Program Contract Sum 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 contract time being adjusted accordingly. All such Such changes in the Work shall be within authorized by written change order signed by the general scope of Park District and be executed under the conditions Contractor (“Change Order”). Upon issuance of the ContractChange Order, except the Contractor shall proceed promptly with such changes in the Work, unless otherwise provided in the Change Order. Contractor shall be solely responsible for the cost of additional work and materials under any Change Order resulting from Contractor’s negligent act or omission or failure to perform the Work in accordance with the Contract Documents. b. No change in the Work, whether by way of alteration or addition to the Work, shall be the basis of an addition to the Contract Sum or change in the contract time unless and until such alteration or addition has been authorized by a Change Order executed and issued in accordance with and in strict compliance with the requirements of the Contract Documents and applicable law. In the event Contractor has a claim for an increase in the Contract Sum or time to complete the Work, Contractor shall provide written notice to the Park District before proceeding to execute the Work. Contractor shall not perform such Work associated with the claim until approved by written Change Order by the Park District. Accordingly, no course of conduct or dealing between the Parties, nor any express or implied acceptance of alterations or additions to the Work and no claim that the Park District has been unjustly enriched shall be the basis of any claim to an increase in the Contract Sum or change in the contract time. c. No Change Order shall be approved or paid unless preceded by a written direction for extension of time made necessary due the Change Order is provided by the Park District. This requirement cannot be waived by conduct, custom, or practice with respect to this project or other projects. There shall be no implied or constructive change orders. d. Adjustments to the change Contract Sum for changes in the Work other than changes in the Work involving items for which unit prices were requested by Park District and provided in Contractor’s Proposal, shall be made as follows: i. In the manner agreed to by the Parties, or any claim in the absence of other delay agreement then the combined allowance for overhead and profit in connection with changes to the Work shall be the lesser of the amount, if any, included in the Contractor’s Proposal, or other impacts caused by or resulting from the following: (a) five percent (5%) of the cost of the change in the Work shall be presented involved if performed by the Contractor and adjusted by Change Order to not involving subcontractors, or (b) five percent (5%) of the extent known at the time such change is ordered and before proceeding with the extra or changed Work. Any claims for extension cost of time or of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change in the WorkWork involved performed by subcontractors, and which are not adjusted by Change Order to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent plus two percent (2%) of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or cost of the change in the Work for the Contractor’s supervision of the work performed by the subcontractors. When both additions and credits covering related Work are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. e. Overtime, if and when specifically authorized in advance in writing by the Park District shall be paid by the Park District on the basis of premium payment if any, plus the cost of insurance and taxes based on the premium payment period. No overhead or profit may be charged for overtime. The Contractor shall not be entitled to any payment for overtime necessitated by the failure of the Contractor to perform the Work in accordance with the Contract Documents including without limitation to the Contractor’s failure to prosecute the Work diligently and on an uninterrupted basis and with a sufficient work force so as to achieve completion of the Work within the time and in the manner contemplated by the Contract Documents or otherwise due to the fault of the Contractor. In such instances if the Park District requires the Contractor to perform Work on an overtime basis, all costs for and associates with such overtime shall be made unless by 1) a written Change Order, approved borne by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedContractor.

Changes in the Work. 3.1 The Principal Representative Owner 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 by issuing modifications to the Prime Contract. Upon receipt of such a Modification issued subsequent to the execution of the Subcontract Agreement, the Contractor shall promptly notify the Subcontractor of the modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform work, which would be inconsistent with the changes made by the modifications to the Prime Contract. Subcontractor agrees and understands that the site superintendent has no authority to approve change orders and any and all subcontractor’s change orders must be approved in writing by Contractor’s Project Manager. 3.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make changes in the Work within the general scope of this Subcontract consisting of additions, deletions or other revisions, including those required by modifications to the Prime Contract issued subsequent to the execution of this Agreement, the Subcontract Sum and be executed the Subcontract issued subsequent to the execution of this Agreement, the Subcontract sum and the Subcontract time being adjusted accordingly. The Subcontractor, prior to the commencement of such changed or revised Work, shall submit promptly to the Contractor written copies of a claim for adjustment to the Subcontract sum and Subcontract time for such revised Work in a manner consistent with requirements of the Subcontract documents. 3.3 The Subcontractor shall make all claims promptly to the Contractor for additional cost, extensions of time and damages for delays or other causes in accordance with the Subcontract documents for any claim which will affect or become part of a claim which the Contractor is required to make under the conditions of the Contract, except that any claim for extension of Prime Contract within a specified time made necessary due to the change period 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, and any costs associated with extension of time, delay or 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. 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 extra Work or change in the Contract Documents a specified manner shall be made unless in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract. The Contractor shall receive such claims not less than two working days preceding the time by 1) which the Contractor’s claim must be made. Failure of the Subcontractor to make such a written Change Order, approved by timely claim shall bind the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change Subcontractor to the Contract sum shall be valid unless so orderedsame consequences as those to which the Contractor is bound.

Changes in the Work. The Principal Representative may designate10.1 Owner shall have the right at any time during the progress of the Work to 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 the Contractor for any increased compensation without invalidating such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 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 express prior written approval. Failure to obtain such prior written approval for any changes will be deemed: (i) a waiver of any claim by Contractor for such items and (ii) an admission by Contractor that such items are in fact not a change but rather are part of the Work required of Contractor hereunder. 10.2 A Change Order, in the form attached as Exhibit E to this Agreement, shall be issued and with executed promptly after an agreement is reached between Contractor and Owner concerning the approval of State Buildings Program requested changes. Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the State ControllerChange Order in the manner as Owner and Contractor shall mutually agree. 10.3 If Owner and Contractor are unable to agree on a Change Order for the requested change, may order extra Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Work or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the WorkDirective. In that event, the Contract sum being Amount and Contract Time shall be adjusted accordinglyas directed by Owner. If Contractor disagrees with the Owner's adjustment determination, Contractor must make a claim pursuant to Section 11 of these General Conditions or else be deemed to have waived any claim on this matter it might otherwise have had. 10.4 In the event a requested change results in an increase to the Contract Amount, the amount of the increase shall be limited to the Contractor's reasonable direct labor and material costs and reasonable actual equipment costs as a result of the change (including 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 a Subcontractor, a maximum ten percent (10%) markup for all overhead and profit for all Subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted, with a maximum five percent (5%) markup thereon by the Contractor for all of its overhead and profit, for a total maximum markup of fifteen percent (15%). All such 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 placed on sales tax, shipping or subcontractor markup. 10.5 Owner, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order or Work Directive Change. 10.6 The Project Manager shall have authority to order minor 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 not involving an adjustment to the change Contract Amount 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 an extension 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, Contract Time and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life . Such changes may be effected by Field Order or property, no extra Work or change in the Contract Documents by other written order. Such changes shall be made unless by 1) a written Change Order, approved by binding on the Principal Representative, State Buildings Program, and the State Controller prior Contractor. 10.7 Any modifications to proceeding this Contract shall be in compliance with the changed Work; or 2) by an Emergency Field Change Order approved by County procurement ordinance and policies and Administrative Procedures in effect at the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in time such allowance. No change to the Contract sum shall be valid unless so orderedmodifications are authorized.

Changes in the Work. 3.1 The Principal Representative Owner may designatemake changes in the Subcontractor’s Work by issuing change directives, change orders or otherwise as provided by the Contract Documents (herein referred to collectively as “Modifications”). Upon being notified of such a Modification, the Subcontractor shall not, without invalidating Contractor’s consent, thereafter order materials or perform Work which would be inconsistent with the changes made by the Modification. 3.2 The Subcontractor may be ordered in writing by the Contractor, to make changes in the Work consisting of additions, deletions or other revisions, including those required by Modifications to the General Contract issued subsequent to the execution of this Agreement, and with the approval of State Buildings Program Subcontract Sum 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 Subcontract Time being adjusted accordingly. All The Subcontractor, prior to the commencement of such changes changed or revised Work, shall submit promptly to the Contractor written copies of a claim for adjustment to the Subcontract Sum and Subcontract Time for such revised Work in a manner consistent with requirements of the Subcontract Documents. 3.3 No alterations, increases or decreases shall be made in the Work as shown or described by the Subcontract Documents except as specifically authorized or directed by a written order signed by a duly authorized representative of Contractor. Subcontractor shall have no claim for additional, extra or changed Work unless such Work is undertaken in pursuance of such written signed order. Any Work performed without such written order will be at Subcontractor's sole risk and expense. 3.4 The Subcontractor shall make claims promptly to the Contractor for additional cost, damages and extensions of time in accordance with the Subcontract Documents. A claim which will affect or become part of a claim which the Contractor is required to make under the General Contract within a specified time period or in a specified manner shall be within made in sufficient time to permit the general scope of and be executed under Contractor to satisfy the conditions requirements of the General Contract, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the change in the Work . Such claims shall be presented received by the Contractor and adjusted not less than two working days preceding the time by Change Order which the Contractor's claim must be made. Failure of the Subcontractor to make such a timely claim shall bind the Subcontractor to the extent known at same consequences as those to which the time such Contractor is bound. 3.5 If Owner, Contractor or Architect disputes the validity or amount of a change is ordered proposal or claim submitted by Subcontractor or if a dispute exists between Subcontractor and before proceeding Contractor concerning whether the Work entitles Subcontractor to additional compensation but Contractor nevertheless directs Subcontractor to proceed with the extra or changed Work. Any claims for extension of time or of delay or other impactsdisputed work, Subcontractor shall promptly commence, prosecute and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent complete such Work pending resolution of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddispute.

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, Subcontractor shall make any 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 all changes in the Work described in the Contract Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. If necessary, the Subcontract Price stated in Section 3 and the time for Subcontractor's performance shall be within adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the general scope of and be executed under changed Work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the conditions amount of the Contractaddition to or deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, except Subcontractor shall nonetheless timely perform the Work as changed by Contractor's written direction. Once Subcontractor receives Contractor's written direction, Subcontractor is solely responsible for timely performance of the Work as changed by the written direction. Payment for changed Work shall be made in accordance with Section 4. Subcontractor shall not make any changes in the Work described in Section 2 or in any way cause or allow that Work to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any claim changes in the Work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that it will not be paid for extension of time made necessary due to the change that changed Work, even if it received verbal direction from Contractor or any claim form of direction, written or otherwise, from Owner or any other delay person or other impacts caused by entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or resulting in any way arising out of any such change it makes without written direction from the Contractor. If a dispute arises between Contractor and Subcontractor about whether particular Work is a change in the Work described in Section 2, Subcontractor shall be presented by timely perform the Contractor disputed Work and adjusted by Change Order to the extent known at the time such change is ordered and before proceeding with the extra or changed may give written notice of a claim for additional compensation for that Work. Any claims Such written notice of claim must be given within seven (7) days after such Work is performed. Subcontractor's failure to give written notice within the seven (7) days constitutes an agreement by Subcontractor that it will not be paid for extension of time the disputed Work. No change, alteration, or of delay modification to or other impactsdeviation from this Agreement, and any costs associated with extension of time, delay or 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. 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 otherwisePrime Contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this provision or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and no notice is required to be given to such surety of any such change, alteration, modification, or deviation. The modification in the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Subcontract Price and/or time for performance stated in a Subcontract Change Order approved shall unequivocally comprise the total price and time adjustment due or owed by Contractor to Subcontractor for the Principal Representative Work and State Buildings Program as hereafter provided changes defined therein, and shall represent full and final compensation for all increases or decreases in Article 35Cdirect, Emergency Field Ordered Changed indirect and consequential costs, overhead, profit and time required to perform the entire Work under this Agreement arising directly or indirectly from the Work and changes defined therein, including additional and/or extended overheads, delay, acceleration, loss of momentum and cumulative impacts on all other Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.

Changes in the Work. The Principal Representative may designate10.1 Owner shall have the right at any time during the progress of the Work to 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 in the form of a Work Directive, Exhibit E-2, and Owner shall not be liable to the Contractor for any increased compensation without invalidating such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 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 express prior written approval. Failure to obtain such prior written approval for any changes will be deemed: (i) a waiver of any claim by Contractor for such items and (ii) an admission by Contractor that such items are in fact not a change but rather are part of the Work required of Contractor hereunder. 10.2 A Change Order, in the form attached as Exhibit E to this Agreement, shall be issued and with executed promptly after an agreement is reached between Contractor and Owner concerning the approval of State Buildings Program requested changes. Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the State ControllerChange Order in the manner as Owner and Contractor shall mutually agree. 10.3 If Owner and Contractor are unable to agree on a Change Order for the requested change, may order extra Contractor shall, nevertheless, promptly perform the change as directed by Owner in a written Work or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the WorkDirective. In that event, the Contract sum being Amount and Contract Time shall be adjusted accordinglyas directed by Owner. If Contractor disagrees with the Owner's adjustment determination, Contractor must make a claim pursuant to Section 11 of these General Conditions or else be deemed to have waived any claim on this matter it might otherwise have had. 10.4 In the event a requested change results in an increase to the Contract Amount, the amount of the increase shall be limited to the Contractor's reasonable direct labor and material costs and reasonable actual equipment costs as a result of the change (including 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 a Subcontractor, a maximum ten percent (10%) markup for all overhead and profit for all Subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted, with a maximum five percent (5%) markup thereon by the Contractor for all of its overhead and profit, for a total maximum markup of fifteen percent (15%). All such 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 placed on sales tax, shipping or subcontractor markup. 10.5 Owner, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order or Work Directive Change. 10.6 The Project Manager shall have authority to order minor 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 not involving an adjustment to the change Contract Amount 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 an extension 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, Contract Time and not inconsistent with the intent of the Contract Documents. Such changes may be affected 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, but otherwise, except in an emergency endangering life or property, no extra Work or change in as amended and the terms of the Contract Documents shall be made unless by 1) a written Change Order, approved by in effect at the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in time such allowance. No change to the Contract sum shall be valid unless so orderedmodifications are authorized.

Changes in the Work. § 5.1 The Principal Representative Owner may designatemake changes in the Contractor’s work that changes or affects the Subcontract Work by issuing Modifications or otherwise directing changes as set forth in the Prime Contract, which may include construction change directives or instructions to proceed with the change and to simultaneously or upon completion provide a change order proposal. Upon receipt of a Modification or such other direction by Owner to the Prime Contract issued subsequent to the execution of the Agreement, the Contractor shall timely notify the Subcontractor of such Modification or direction. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform Subcontract Work that would be inconsistent with the changes made by the Modification to or direction under the Prime Contract and shall proceed with changes in the Subcontract Work as directed by the Contractor in writing. § 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating the AgreementSubcontract, and with the approval of State Buildings Program and the State Controller, may order extra Work or to 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 consisting of additions, deletions, or other revisions, including those required by Modifications to, or other Owner directed changes under the Prime Contract issued subsequent to the execution of the Agreement, with the Subcontract Sum and the Subcontract Time adjusted in accordance with the Subcontract. If Contractor and Subcontractor cannot agree on a change order, Subcontractor shall nonetheless timely perform the change at Contractor’s written direction and Subcontractor may proceed with a claim in accordance with the requirements of Article 6, including the notice requirement. § 5.3 If a condition or occurrence arises that Subcontractor believes gives rise to a change in the Subcontract Work, impacts or delays Subcontractor’s time for performance or the cost of the Subcontract Work, Subcontractor shall promptly notify Contractor in writing after Subcontractor discovers the condition or occurrence, but in no event more than five (5) working days after discovery of the condition or occurrence unless a shorter time is required by the Prime Contract. The requirement to give such notice shall also apply to conditions or occurrences Subcontractor may not have discovered but reasonably should have and, in any case, in no way shall be within deemed to authorize or furnish entitlement for recovery for schedule, cost impacts, or any other form of relief which may be sought by Subcontractor. § 5.4 Within the general scope shorter of (a) five (5) business days after Subcontractor’s notice to Contractor under Section 5.3, or (b) two (2) working days preceding the time by which the Contractor must submit a claim to the Owner as required by the Prime Contract, Subcontractor shall submit to Contractor a complete change order request detailing the time and be cost requested with full and complete back up documentation to sufficiently substantiate the request to Contractor’s satisfaction. If additional information or documentation is requested by Contractor, Subcontractor shall promptly supplement the change order request with such additional information. § 5.5 Subcontractor shall not proceed with changes in the Subcontract Work until after (i) Contractor and Subcontractor have executed a written change order; (ii) Contractor has directed Subcontractor in writing to proceed on a T&M basis under Section 5.6 below (iii) Contractor has directed Subcontractor in writing to proceed pursuant to an Owner initiated change under Section 5.1 above; or (iv) Contractor has directed Subcontractor in writing to proceed where Contractor and Subcontractor disagree on the price, time, terms, and/or conditions of the Contract, except that any change order but Subcontractor shall proceed and may make a claim for extension of time made necessary due pursuant to Article 6 herein. § 5.6 Contractor may direct the Subcontractor to proceed with changes to the change or any claim of other delay or other impacts caused by or resulting from Work on a time and material basis (“T&M”). Subcontractor shall strictly comply with the change requirements set forth in the Work Attachment C regarding T&M Work. Such strict compliance shall be presented by the Contractor and adjusted by Change Order a condition precedent to Subcontractor’s right to payment for that Work. § 5.7 Adjustments made to the extent known at Subcontract for change orders under this Article 5 shall represent the time such change is ordered total compensation and before proceeding with final settlement due for the extra change, including but not limited to all direct costs of materials, equipment, labor, and otherwise, overhead and profit, insurance, bonds, permits, applicable taxes, indirect costs, schedule impacts, delay, loss of productivity, disruption, acceleration, resource leveling, manpower shifts, additional supervision, consumables, extended activity durations, increased number of activities, modified critical path, inefficiency, reduction in either total or changed Work. Any claims for extension of time or of delay or other impactsfree float, impact, ripple effect, stacking effect, extended overhead, storage, start/completion date changes, cumulative impact, and any other costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent arising out of the Contract Documents, but otherwise, except in an emergency endangering life modification or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by modification combined with other modifications. If the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum Subcontract Work arises out of or results from a directive or request originating with Owner, the adjustment to the Subcontract for price and/or the time shall be valid unless limited to that amount or length of time approved by Owner. § 5.8 Subcontractor acknowledges that Contractor will be materially and unfairly prejudiced by Subcontractor’s failure to strictly comply with the requirements of this Article 5 and agrees that compliance with same is of the essence and a condition precedent to Subcontractor’s right to a change order or claim for a change. In the event Subcontractor fails to so orderedcomply, Subcontractor’s failure shall constitute an absolute and irrevocable waiver by Subcontractor of its right to a change order and/or claim based upon the condition or occurrence.

Changes in the Work. The Principal Representative Vendor hereby agrees to make any and all changes, furnish the materials and perform the work that Contractor may designaterequire, without invalidating the nullifying this Agreement, at a reasonable addition to, or reduction from, the Purchase Price stated herein, and with pro rata to the approval of State Buildings Program same. Vendor shall adhere strictly to the plans and the State Controllerspecifications unless a change there from is authorized in writing. Under no conditions shall Vendor make any changes, may order extra Work either as additions or make changes with or deductions, without the consent written order of the Contractor as hereafter providedand Contractor shall not pay any extra charges made by the Vendor that have not been agreed upon in writing by Contractor; and, by alteringin no event, adding shall Contractor make payment for any such extra charges unless and until the Contractor itself receives payment from Owner. Vendor shall submit immediately to the Contractor written copies of his firm’s cost or deducting from the Work, the Contract sum being adjusted accordingly. All such credit proposal for changes in the Work work. Any modification in the compensation or time (if any) stated in a Purchase Agreement Change Order shall be within unequivocally comprise the general scope of total compensation and/or time adjustment due or owed by Contractor to Vendor for the work and be executed changes defined therein, and shall represent full and final compensation for all increases or decreases in direct, indirect and consequential costs, overhead, profit and time required to perform the entire work under the conditions of the Contract, except that any claim for extension of time made necessary due to the change this Agreement arising directly or any claim of other delay or other impacts caused by or resulting indirectly from the change in work and changes defined therein, including additional and/or extended overheads, delay, acceleration, loss of momentum and cumulative impacts of all other non -affected work under this Agreement . If 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 impactsVendor initiates a substitution, and any costs associated with extension of timedeviation, delay or 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. 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 extra Work or change in the Contract Documents work, which affects the scope of the work or the expense of other trades, Vendor shall be liable for the expense thereof. No change, alteration or modification in or deviations from this Agreement or the plans or specifications, whether made unless by 1) a written Change Orderin the manner herein provided or not, approved by shall release or exonerate, in whole or in part any surety on any bond given in connection with this Agreement and neither Owner nor Contractor shall be under any obligation to notify the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; surety or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing sureties of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedchange.

Changes in the Work. The Principal Representative may designateA. Contractor Change Notice Directives: Contractor may, without invalidating notice to sureties, by written Change Notice, denominated as such, signed by the AgreementContractor’s Representative, unilaterally make any change to the Subcontractor’s work described in the Contract Documents, including but not limited to changes: 1. in the drawings and with specifications; 2. in the approval method, manner, or sequence of State Buildings Program and Subcontractor’s work; 3. directing acceleration or deceleration in the State Controller, may order extra Work or make changes with or without the consent performance of the Contractor as hereafter provided, by altering, work; 4. modifying the schedule of the work; and 5. adding to or deducting deleting from the Subcontractor’s Scope of Work. Upon receipt of a Change Notice, Subcontractor shall promptly proceed with the Work reflected by the Change Notice in accordance with the directives of Contractor. B. Pricing Change Order Work; Agreement On Change Orders: Subcontractor shall within a reasonable time after receipt of a Change Notice, submit to Contractor an itemized estimate reflecting any cost changes and/or time impact required to make the requested changes. The itemized estimate shall detail the anticipated direct labor man-hours and labor costs, direct material, direct equipment, applicable labor markups for employee labor burdens and benefits. ▇▇▇▇-up on Subcontractor’s direct costs shall be ten percent to cover supervision, field office and home office overhead, and profit. If additional time is sought, the Contract sum being adjusted accordinglyestimate shall provide a detailed explanation how and why the requested change will impact the critical path of the Subcontractor’s work. All such changes in elements of potential cost and time impact are subject to negotiation. If the Work shall be within parties agree with respect to the general scope of and be executed under the conditions amount of the Contractchange and the time impact, except that if any, associated with the change, then the parties shall execute a Change Order signed by both parties. Agreement on any claim for extension Change Order shall constitute a full and final settlement and accord and satisfaction of time made necessary due all matters relating to the change or any claim of other delay or other impacts caused by or resulting from the change in the Work shall be presented by work which is the Contractor subject of the Change Order, including, but not limited to, all direct 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, and any indirect costs associated with such change and any and all adjustments to the Contract Sum and the construction schedule. C. Proceedings If Parties Cannot Agree On Change Order: Subcontractor shall timely perform the work contemplated by the Change Notice regardless of whether the parties agree on a Change Order. If the parties cannot agree on a Change Order, then Subcontractor shall treat the matter as a claim and proceed in accordance with Paragraph G below. Subcontractor’s claim for a time extension is limited to the documented effect that the change work will have on the critical path of timethe Subcontractor’s work. If it is reasonably possible to perform the change in the work concurrently with Work that is critical to overall completion, delay or other impacts, no time extension shall be granted by reason of a change in the Work. Subcontractor’s claim for extra costs shall be limited to the amount by which are not presented before proceeding with Subcontractor’s direct costs have been reasonably increased over the direct cost of performing the Work without the change in the Work, plus ten percent (five percent on Sub-Subcontractor’s work) of direct cost to cover supervision, field office and which are home office overhead, and profit. D. Unauthorized Changes In the Work: Subcontractor shall not adjusted by Change Order to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor any changes in the Work, not involving extra cost, and not inconsistent with work that would in any way cause or allow the intent of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change work to deviate from that required in the Contract Documents without first obtaining a Change Notice from the Contractor, or an Alternate Submittal approved in writing by the Architect or Owner. If Subcontractor makes any changes in the work without receiving such documentation, such change constitutes an agreement by Subcontractor that it will not be paid for that changed work, even if it received verbal direction from Contractor or any form of direction, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be made unless by 1) liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such unauthorized change in the work. E. Disputes About Subcontractor’s Scope Of Work: If a dispute arises between Subcontractor and Contractor with respect to whether particular work is a change in the scope of the work, Subcontractor shall give Contractor prompt written Change Order, approved by notice of the Principal Representative, State Buildings Programmatter before proceeding with the work. Such written notice shall include an estimate of the extra costs the Subcontractor believes will be involved with the disputed work, and the State Controller prior effect on the project schedule, if any. Subcontractor shall timely perform the disputed work. Within ten days after completing the disputed work, Subcontractor shall provide Contractor with a claim in writing detailing Subcontractor’s direct costs and markup, which shall be computed in accordance with the provisions of Subparagraph C above, and any claim for a time extension. Subcontractor’s failure to provide either the required written notice before proceeding with disputed work, or to timely provide the changed Work; or 2) written claim after completing the disputed work shall constitute an agreement by an Emergency Field Change Order approved by Subcontractor that it will not be paid for the Principal Representative disputed work. Subcontractor shall treat any such dispute as a claim and State Buildings Program as hereafter provided proceed in Article 35Caccordance with Paragraph G below. Subcontractor shall proceed diligently with performance of the work, Emergency Field Ordered Changed Work; or 3) by an allocation including work in writing dispute, and comply with the directions of any allowance already provided in the encumbered contract amountContractor, pending final resolution of the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedDispute.

Changes in the Work. The Principal Representative may designate, without invalidating Subject to 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 terms of the Prime Contract, Contractor as hereafter providedshall have the right and power to request a change in the Sublet Work. Should Contractor, by altering, adding to or deducting from at any time during the progress of the Work, the Contract sum being adjusted accordingly. All such request any changes in the Scope of the Sublet Work in this Agreement, Subcontractor shall within a reasonable time thereafter submit an itemized estimate reflecting any cost changes required to make the changes. Such itemized estimate shall be within furnished in sufficient detail that Contractor can distinguish the general scope direct labor man-hours and labor costs, direct material, direct equipment, applicable labor markups for employee labor burdens and benefits, and allocation of home office overhead and a reasonable profit. All elements of potential cost are subject to negotiation, however; in the event agreement cannot be executed under reached on estimated costs, Subcontractor reimbursement will be limited to actual direct costs plus 10% markup. It is distinctly understood and agreed, regardless from whom orders may be taken for changes in the conditions Scope of the Work, that no such changes are to be made except by a written Subcontract or Work Release Change Order issued by an authorized signatory of Contractor and then only when such order sets forth the amount of any addition or deduction and is signed by both parties thereto. In addition to any General Contractor Officer of the Corporation, authorized signatories shall be stated on the assigned Work Release. If Subcontractor initiates a substitution, deviation or change which affects the Scope of Work or the Sublet Work or causes expense to Contractor, Subcontractor shall be liable for the expenses thereof. Notwithstanding anything herein to the contrary, Contractor may, pursuant to the requirements of the Prime Contract, except that any claim order Subcontractor to proceed with changes for extension which final price and/or time have not been determined. Subcontractor shall proceed with the Work in accordance with the directives of time made necessary due Contractor. In the absence of an agreement between Contractor and Subcontractor on the proper change to the change amount or the time for performance of any claim Work Release because of other delay or other impacts caused by or resulting from the a change in the Work Work, Subcontractor may treat the matter as a claim. In such event, the Subcontractor shall be presented entitled to recover only the amount by which its direct costs have been reasonably increased over the Contractor and adjusted by Change Order to direct cost of performing 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, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with Work without the change in the Work, plus ten percent (10%) (5% on Sub-Subcontractor's work) of direct cost to cover supervision, field office and which are not adjusted by Change Order to the extent knownhome office overhead, profit and all other costs. Direct costs shall be waivedlimited to lesser of actual or reasonable costs of the following: 1. Cost of Labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker's compensation insurance; 2. Materials, supplies and equipment including cost of transportation, whether incorporated or consumed; 3. Rental cost of machinery and equipment, exclusive of hand tools, whether rented from the Subcontractor or others at rates that are no greater than market rates in the locale of the Work at the time of the Work. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent rental value of the Contract DocumentsSubcontractor's own equipment shall not be more than local rental rates, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents which rates shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later further adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.reflect cost exclusive of overhead and profit;

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, Subcontractor shall make any 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 all changes in the Work work described in the Contract Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. If necessary, the contract price stated in Section 3 and the time for Subcontractor’s performance shall be within adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the general scope of and be executed under changed work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the conditions amount of the Contract, except that any claim for extension of time made necessary due addition to the change or any claim of other delay or other impacts caused by or resulting deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the Work work described in Section 2, Subcontractor shall be presented by timely perform the disputed work. If Subcontractor intends to submit a claim for the disputed work, it shall give prompt written notice to 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 Workwork. Any claims In addition, Subcontractor shall submit its written claim for extension additional compensation for that work within ten (10) days after such work is performed in sufficient detail for Contractor to make an evaluation of time or the merits of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented the claim. Subcontractor’s failure either to give the written notice before proceeding with the change in work or to submit the Workwritten claim within the ten (10) days constitutes an agreement by it that it will not be paid for the disputed work. No change, and which are not adjusted by Change Order alteration, or modification to the extent knownor deviation from this Agreement, shall be waived. 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 otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. § 5.1 The Principal Representative Owner may designatemake changes in the Contractor’s work that changes or affects the Subcontract Work by issuing Modifications or otherwise directing changes as set forth in the Prime Contract, which may include construction change directives or instructions to proceed with the change and to simultaneously or upon completion provide a change order proposal. Upon receipt of a Modification or such other direction by Owner to the Prime Contract issued subsequent to the execution of the Project Agreement, the Contractor shall timely notify the Subcontractor of such Modification or direction. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform Subcontract Work that would be inconsistent with the changes made by the Modification to or direction under the Prime Contract and shall proceed with changes in the Subcontract Work as directed by the Contractor in writing. § 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating the AgreementSubcontract, and with the approval of State Buildings Program and the State Controller, may order extra Work or to 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 consisting of additions, deletions, or other revisions, including those required by Modifications to, or other Owner directed changes under the Prime Contract issued subsequent to the execution of the Project Agreement, with the Subcontract Sum and the Subcontract Time adjusted in accordance with the Subcontract. If Contractor and Subcontractor cannot agree on a change order, Subcontractor shall nonetheless timely perform the change at Contractor’s written direction and Subcontractor may proceed with a claim in accordance with the requirements of Article 6, including the notice requirement. § 5.3 If a condition or occurrence arises that Subcontractor believes gives rise to a change in the Subcontract Work, impacts or delays Subcontractor’s time for performance or the cost of the Subcontract Work, Subcontractor shall promptly notify Contractor in writing after Subcontractor discovers the condition or occurrence, but in no event more than five (5) working days after discovery of the condition or occurrence unless a shorter time is required by the Prime Contract. The requirement to give such notice shall also apply to conditions or occurrences Subcontractor may not have discovered but reasonably should have and, in any case, in no way shall be within deemed to authorize or furnish entitlement for recovery for schedule, cost impacts, or any other form of relief which may be sought by Subcontractor. § 5.4 Within the general scope shorter of (a) five (5) business days after Subcontractor’s notice to Contractor under Section 5.3, or (b) two (2) working days preceding the time by which the Contractor must submit a claim to the Owner as required by the Prime Contract, Subcontractor shall submit to Contractor a complete change order request detailing the time and be cost requested with full and complete back up documentation to sufficiently substantiate the request to Contractor’s satisfaction. If additional information or documentation is requested by Contractor, Subcontractor shall promptly supplement the change order request with such additional information. § 5.5 Subcontractor shall not proceed with changes in the Subcontract Work until after (i) Contractor and Subcontractor have executed a written change order; (ii) Contractor has directed Subcontractor in writing to proceed on a T&M basis under Section 5.6 below (iii) Contractor has directed Subcontractor in writing to proceed pursuant to an Owner initiated change under Section 5.1 above; or (iv) Contractor has directed Subcontractor in writing to proceed where Contractor and Subcontractor disagree on the price, time, terms, and/or conditions of the Contract, except that any change order but Subcontractor shall proceed and may make a claim for extension of time made necessary due pursuant to Article 6 herein. § 5.6 Contractor may direct the Subcontractor to proceed with changes to the change or any claim of other delay or other impacts caused by or resulting from Work on a time and material basis (“T&M”). Subcontractor shall strictly comply with the change requirements set forth in the Work Attachment C regarding T&M Work. Such strict compliance shall be presented by the Contractor and adjusted by Change Order a condition precedent to Subcontractor’s right to payment for that Work. § 5.7 Adjustments made to the extent known at Subcontract for change orders under this Article 5 shall represent the time such change is ordered total compensation and before proceeding with final settlement due for the extra change, including but not limited to all direct costs of materials, equipment, labor, and otherwise, overhead and profit, insurance, bonds, permits, applicable taxes, indirect costs, schedule impacts, delay, loss of productivity, disruption, acceleration, resource leveling, manpower shifts, additional supervision, consumables, extended activity durations, increased number of activities, modified critical path, inefficiency, reduction in either total or changed Work. Any claims for extension of time or of delay or other impactsfree float, impact, ripple effect, stacking effect, extended overhead, storage, start/completion date changes, cumulative impact, and any other costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent arising out of the Contract Documents, but otherwise, except in an emergency endangering life modification or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by modification combined with other modifications. If the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum Subcontract Work arises out of or results from a directive or request originating with Owner, the adjustment to the Subcontract for price and/or the time shall be valid unless limited to that amount or length of time approved by Owner. § 5.8 Subcontractor acknowledges that Contractor will be materially and unfairly prejudiced by Subcontractor’s failure to strictly comply with the requirements of this Article 5 and agrees that compliance with same is of the essence and a condition precedent to Subcontractor’s right to a change order or claim for a change. In the event Subcontractor fails to so orderedcomply, Subcontractor’s failure shall constitute an absolute and irrevocable waiver by Subcontractor of its right to a change order and/or claim based upon the condition or occurrence.

Changes in the Work. The Principal Representative Subcontractor ▇▇▇▇▇▇ agrees to make any and all changes, furnish the materials and perform the work that Contractor may designaterequire, without invalidating the nullifying this Agreement, at a reasonable addition to, or reduction from, the Contract Price stated herein, and with pro rata to the approval of State Buildings Program same. Subcontractor shall adhere strictly to the plans and the State Controllerspecifications unless a change there from is authorized in writing. Under no conditions shall Subcontractor make any changes, may order extra Work either as additions or make changes with or deductions, without the consent written order of the Contractor as hereafter providedand Contractor shall not pay any extra charges made by the Subcontractor that have not been agreed upon in writing by Contractor; and, by alteringin no event, adding shall Contractor make payment for any such extra charges unless and until the Contractor itself receives payment from Owner. Subcontractor shall submit immediately to the Contractor written copies of his firm’s cost or deducting from the Work, the Contract sum being adjusted accordingly. All such credit proposal for changes in the Work work. SAMPLE Any modification in the compensation or time (if any) stated in a Subcontract Change Order shall be within unequivocally comprise the general scope of total compensation and/or time adjustment due or owed by Contractor to Subcontractor for the work and be executed changes defined therein, and shall represent full and final compensation for all increases or decreases in direct, indirect and consequential costs, overhead, profit and time required to perform the entire work under the conditions of the Contract, except that any claim for extension of time made necessary due to the change this Agreement arising directly or any claim of other delay or other impacts caused by or resulting indirectly from the change in work and changes defined therein, including additional and/or extended overheads, delay, acceleration, loss of momentum and cumulative impacts of all other non-affected work under this Agreement. If 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 impactsSubcontractor initiates a substitution, and any costs associated with extension of timedeviation, delay or 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. 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 extra Work or change in the Contract Documents work, which affects the scope of the work or the expense of other trades, Subcontractor shall be liable for the expense thereof. No change, alteration or modification in or deviations from this Agreement or the plans or specifications, whether made unless by 1) a written Change Orderin the manner herein provided or not, approved by shall release or exonerate, in whole or in part any surety on any bond given in connection with this Agreement and neither Owner nor Contractor shall be under any obligation to notify the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; surety or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing sureties of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedchange.

Changes in the Work. The Principal Representative may designate10.1. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Construction Manager 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 Manager for any increased compensation without invalidating such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 10.2. A Change Order, in the form attached as Exhibit G to this Agreement, shall be prepared by the Construction Manager, reviewed by Design Professional and with Owner, and executed promptly by the approval of State Buildings Program parties after an agreement is reached between Construction Manager and Owner concerning the State Controllerrequested changes. Construction 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 Manager shall mutually agree. 10.3. If Owner and Construction Manager are unable to agree on a Change Order for the requested change, may order extra Construction Manager shall, nevertheless, promptly perform the change as directed by Owner in a written Work or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the WorkDirective Change. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Manager disagrees with Owner' s adjustment determination, Construction Manager must make a claim pursuant to Section 11 of these General Conditions or else be deemed to have waived any claim it might otherwise have had on that matter. 10.4. In the event a requested change is approved by Owner which results in an increase to the Contract Amount, a Change Order shall be issued which increases the GMP by the amount of the Construction Manager' s actual and reasonable direct Cost of the Work. In the event such change Work is performed by a subcontractor, a maximum ten percent (10%) markup for all overhead and profit for all subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted. Construction Manager 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 Manager the total Cost of the Work has been increased by approved Change Orders in an amount causing the GMP originally set by Construction Manager and Owner to be exceeded by $25,000, Construction Manager shall be entitled to an increase to the Construction Management Fee in the amount of eight percent (8%) of the amount exceeding the sum being adjusted accordinglyof $25,000 and the GMP. 10.5. All such Owner shall have the right to conduct an audit of Construction Manager' s books and records to verify the accuracy of Construction Manager' s claim with respect to Construction Manager' s costs associated with any Change Order. 10.6. Design Professional shall have authority to order minor 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 not involving an adjustment to the change Contract Amount 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 an extension 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, Contract Time and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents . Such changes may be effected by written order issued by Design Professional. Such changes shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedbinding on Construction Manager.

Changes in the Work. The Principal Representative may designateFLINT may, at any time, on written order without notice to the surety and without invalidating this Subcontract, make changes (including without limitation additions, deletions, alterations, revisions, substitutions or derivations) in the AgreementWork and Subcontractor agrees to proceed with the Work as directed by ▇▇▇▇▇’▇ written order. Any claim for an extension of time for completion or for adjustment of the Subcontract Sum shall be made in writing by Subcontractor within two (2) days after ▇▇▇▇▇ directs performance of the extra or changed work. To be clear, any order directing a change in the Work must be in writing to be valid. If the changed work is of urgency, FLINT may require negotiation immediately on any cost or time increase. Subcontractor shall perform such extra or changed work, and with the approval Subcontract Sum shall be adjusted by the amount as agreed to by the parties. Notwithstanding the payment provisions of State Buildings Program this Subcontract as provided in Paragraph 21 below, it is an express condition precedent, however, that payment or a grant of additional time shall not be due to Subcontractor for such changed or extra work until ▇▇▇▇▇ has received payment or additional time adjustment from the Owner for said changed or extra work, and that such extra or changed work has been performed to the satisfaction of ▇▇▇▇▇ and the State Controller, may order extra Work or make Owner by Subcontractor. 13.1 Subcontractor shall be responsible for any costs incurred by ▇▇▇▇▇ for changes with or without of any kind made by Subcontractor that increase the consent cost of the Contractor as hereafter provided, by altering, adding to work for either FLINT or deducting from the Work, the Contract sum being adjusted accordingly. All any other subcontractors when Subcontractor proceeds with such changes without a written order therefor. 13.2 For changes in the Work approved by ▇▇▇▇▇ as provided herein, Subcontractor shall be within paid for Overhead, General Conditions (including insurance and bonds) and Fee an amount consistent with the general scope Contract Documents. In the absence of and be executed under the conditions of the Contractsuch conditions, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the change in the Work Subcontractor shall be presented paid for Overhead, General Conditions and Fee as follows: 13.3 To overcome delays for which Subcontractor is not, in whole or in part responsible for, Subcontractor shall work overtime or extra shifts to overcome any such delays and shall be paid for overtime if and only if directed specifically, in writing, 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 such extra compensation shall further be based upon hours shown on daily time or of delay or other impactssheets, which have been submitted to, and approved by FLINT. Only the premium portion of such approved overtime, exclusive of any costs associated with extension of time, delay or 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 knownmarkups for overhead and/or fee, shall be waived. The Architect/Engineer shall have authority to make minor changes in the Work, not involving considered for any such extra cost, and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedcompensation.

Changes in the Work. The Principal Representative may designate, without Without invalidating the AgreementWork Contract, and with the approval of State Buildings Program and the State ControllerOwner can order modifications, may order extra Work additions, deletions, 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 other changes in the Work shall be within after the general scope of and be executed under the conditions date of the Work Contract Form with adjustments to the Contract Sum and Contract Time if appropriate under this Article 7. No change in the Work, however, will be incorporated into the Work until approved by Owner in writing in accordance with the procedures set forth in this Article. Contractor will not be entitled to an increase in the Contract Sum or extension of the Contract Time for furnishing labor, materials, equipment, services, or other items that are not required by the Work Contract, except as amended in accordance with this Article. The Contract Sum and Contract Time can only be adjusted by written Change Order. A “Change Order” is a written instrument, the form of which is attached hereto as Exhibit B, signed by Contractor and Owner that any claim for extension incorporates into the Work Contract one or more Potential Change Orders approved in accordance with this Article. Except as specified otherwise in the Change Order, a Change Order signed by Owner and Contractor constitutes a final settlement of time made necessary due all matters relating to the changes in the Work that are the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Sum and Contract Time. A Potential Change Order is a written instrument prepared by Contractor for the approval of Owner. Each Potential Change Order must be a complete statement of the proposed (i) change in the Work, (ii) amount of adjustment, if any, to Contract Sum, and (iii) extent of the adjustment, if any, in the Contract Time. Whenever Contractor becomes aware of changes, concealed or unforeseen conditions, or other circumstances that will change or any claim of other delay or other impacts caused by or resulting from the may lead to a change in the Work shall be presented by or for any reason warrant adjustments to the Contract Sum or Contract Time, Contractor must promptly notify Owner in writing of the circumstances and adjusted by submit a Potential Change Order within ten (10) days. The Potential Change Order must specify in detail the basis for the request and include itemized estimates of costs and delay, documentation related to the extent known at reasons for the time such request, and documentation supporting any requested adjustments to the Contract Sum or Contract Time. Upon Owner’s approval of a Potential Change Order, a Change Order must be signed to incorporate the change is ordered into the Work Contract. If, prior to a fully signed Change Order, Owner specifically orders Contractor in writing to promptly proceed with a proposed change in the Work to prevent delay in the Work, Contractor will confirm the order and before proceeding directives in writing and proceed with the extra change. In an emergency affecting safety of persons or changed Workproperty, Contractor will promptly act in a reasonable manner to prevent threatened damage, injury, or loss and timely thereafter submit a Potential Change Order for the costs incurred by Contractor due to the action in accordance with this Article. Any claims for extension of time or of delay or other impactsUnless otherwise agreed, all adjustments to the Contract Sum will be determined based on net reasonable costs saved and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with incurred due to the change in the Work, plus or minus amounts for overhead and which are profit. Contractor and each entity performing a portion of the Work affected by the change must furnish an itemized estimate and retain, in such form and detail as Owner prescribes, an itemized accounting of actual costs incurred and saved together with appropriate supporting data. The estimates and accountings must separately itemize overhead and profit, general conditions, allowances, each trade and service, labor, materials, equipment, and all agreements to furnish any significant portion of the change in the Work and provide detail with respect to quantities, labor hours and rates, taxes, insurance, etc. The amounts allowed for overhead and profit combined shall not adjusted exceed (i) ten percent (10%) with respect to work performed by any entity’s own forces or (ii) five percent (5%) with respect to work performed by subcontractors, sub-subcontractors, and consultants. To the extent Owner and Contractor cannot reach agreement with respect to changes in the Work or a pending Potential Change Order to or any other request for an adjustment in the extent knownContract Sum or Contract Time, shall a Claim must be waivedmade in accordance with the applicable provisions of Article 11. The Architect/Engineer shall have authority Pending resolution or agreement, Contractor will proceed diligently with performance of the Work Contract and Owner will continue to make minor payments in accordance with the Work Contract, including payments of amounts not in dispute for 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.

Changes in the Work. The Principal Representative Vendor hereby agrees to make any and all changes, furnish the materials and perform the work that Contractor may designaterequire, without invalidating the nullifying this Agreement, at a reasonable addition to, or reduction from, the Purchase Price stated herein, and with pro rata to the approval of State Buildings Program same. Vendor shall adhere strictly to the plans and the State Controllerspecifications unless a change there from is authorized in writing. Under no conditions shall Vendor make any changes, may order extra Work either as additions or make changes with or deductions, without the consent written order of the Contractor as hereafter providedand Contractor shall not pay any extra charges made by the Vendor that have not been agreed upon in writing by Contractor; and, by alteringin no event, adding shall Contractor make payment for any such extra charges unless and until the Contractor itself receives payment from Owner. Vendor shall submit immediately to the Contractor written copies of his firm’s cost or deducting from the Work, the Contract sum being adjusted accordingly. All such credit proposal for changes in the Work work. SAMPLE Any modification in the compensation or time (if any) stated in a Purchase Agreement Change Order shall be within unequivocally comprise the general scope of total compensation and/or time adjustment due or owed by Contractor to Vendor for the work and be executed changes defined therein, and shall represent full and final compensation for all increases or decreases in direct, indirect and consequential costs, overhead, profit and time required to perform the entire work under the conditions of the Contract, except that any claim for extension of time made necessary due to the change this Agreement arising directly or any claim of other delay or other impacts caused by or resulting indirectly from the change in work and changes defined therein, including additional and/or extended overheads, delay, acceleration, loss of momentum and cumulative impacts of all other non -affected work under this Agreement . If 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 impactsVendor initiates a substitution, and any costs associated with extension of timedeviation, delay or 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. 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 extra Work or change in the Contract Documents work, which affects the scope of the work or the expense of other trades, Vendor shall be liable for the expense thereof. No change, alteration or modification in or deviations from this Agreement or the plans or specifications, whether made unless by 1) a written Change Orderin the manner herein provided or not, approved by shall release or exonerate, in whole or in part any surety on any bond given in connection with this Agreement and neither Owner nor Contractor shall be under any obligation to notify the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; surety or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing sureties of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedchange.

Changes in the Work. The Principal Representative a. By appropriate modification, changes in the Work may designate, without invalidating be accomplished after execution of the Agreement. The Park District may order changes in the Work within the general scope of the Agreement consisting of additions, and deletions, or other revisions, with the approval of State Buildings Program Contract Sum 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 contract time being adjusted accordingly. All such Such changes in the Work shall be within authorized by written change order signed by the general scope of Park District and be executed under the conditions Contractor (“Change Order”). Upon issuance of the ContractChange Order, except the Contractor shall proceed promptly with such changes in the Work, unless otherwise provided in the Change Order. Contractor shall be solely responsible for the cost of additional work and materials under any Change Order resulting from Contractor’s negligent act or omission or failure to perform the Work in accordance with the Contract Documents. b. No change in the Work, whether by way of alteration or addition to the Work, shall be the basis of an addition to the Contract Sum or change in the contract time unless and until such alteration or addition has been authorized by a Change Order executed and issued in accordance with and in strict compliance with the requirements of the Contract Documents and applicable law. Accordingly, no course of conduct or dealing between the Parties, nor any express or implied acceptance of alterations or additions to the Work and no claim that the Park District has been unjustly enriched shall be the basis of any claim for extension of time made necessary due to an increase in the Contract Sum or change in the contract time. c. Adjustments to the change Contract Sum for changes in the Work other than changes in the Work involving items for which unit prices were requested by Park District and provided in Contractor’s Proposal, shall be made as follows: i. In the manner agreed to by the Parties, or any claim in the absence of other delay agreement then the combined allowance for overhead and profit in connection with changes to the Work shall be the lesser of the amount, if any, included in the Contractor’s Proposal, or other impacts caused by or resulting from the following: (a) five percent (5%) of the cost of the change in the Work shall be presented involved if performed by the Contractor and adjusted by Change Order to not involving subcontractors, or (b) five percent (5%) of the extent known at the time such change is ordered and before proceeding with the extra or changed Work. Any claims for extension cost of time or of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change in the WorkWork involved performed by subcontractors, and which are not adjusted by Change Order to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent plus two percent (2%) of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or cost of the change in the Work for the Contractor’s supervision of the work performed by the subcontractors. When both additions and credits covering related Work are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. d. Overtime, if and when specifically authorized in advance in writing by the Park District shall be paid by the Park District on the basis of premium payment if any, plus the cost of insurance and taxes based on the premium payment period. No overhead or profit may be charged for overtime. The Contractor shall not be entitled to any payment for overtime necessitated by the failure of the Contractor to perform the Work in accordance with the Contract Documents including without limitation to the Contractor’s failure to prosecute the Work diligently and on an uninterrupted basis and with a sufficient work force so as to achieve completion of the Work within the time and in the manner contemplated by the Contract Documents or otherwise due to the fault of the Contractor. In such instances if the Park District requires the Contractor to perform Work on an overtime basis, all costs for and associates with such overtime shall be made unless by 1) a written Change Order, approved borne by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedContractor.

Changes in the Work. 6.1 The Principal Representative may designateContractor and Subcontractor agree that the Contractor may, without invalidating by written directive, modify, add to or deduct from the Work covered by this Agreement, and to the extent warranted a Change Order shall be issued therefor. The Subcontractor agrees to proceed with the approval of State Buildings Program and Work as changed when so ordered in writing by the State Controller, may order extra Work or make changes with or without Contractor so as not to delay the consent progress of the Work and pending Contractor’s issuance of a Change Order, unless Contractor as hereafter provided, by altering, adding to or deducting from first requests a proposal of cost before the Workchange is affected. If the Contractor requests a proposal of cost for a change, the Contract sum being adjusted accordingly. All Subcontractor shall promptly comply with such changes request. 6.2 The value of the change order shall be calculated as the actual cost of the change plus 10% for overhead and profit, unless a lesser percentage is stipulated in the Work Contractor’s contract with the Owner. Labor cost shall not include field supervision, project management or any other office personnel. The Subcontractor shall provide all back-up as deemed necessary by the Contractor to substantiate actual cost with all change order requests. 6.3 Subcontractor shall be within entitled to receive no extra compensation for extra work or materials or changes of any kind regardless of whether the general scope same was ordered by the Contractor or any of and its representatives unless a Change Order therefor has been issued in writing by the Contractor. 6.4 The Subcontractor agrees that no claim for additional services rendered or materials furnished by the Subcontractor to the Contractor shall be executed under valid unless written notice of such claim is given to the conditions Contractor prior to the furnishing of the Contractservices or material. Subcontractor shall be bound by any changes or alterations made by Owner to the Contract Documents or to the Subcontract Work to the same extent that Contractor is bound. Subcontractor also agrees that the terms of the Contract Documents relating to changes, changed conditions, extra work, Owner-furnished property, suspension of work, termination, claims and disputes are incorporated herein by reference, except that any claim for extension of time made necessary due to the 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 they may conflict with any term herein this Agreement shall control. 6.5 In addition to the time such change is ordered and before proceeding with requirements of Section 6.3, if the Subcontractor believes that any order, directive, or condition entitles Subcontractor to extra compensation or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with an extension of time, delay Subcontractor shall, as a condition precedent to any recovery therefor, give the Contractor written notice of its claim not later than three (3) days after the occurrence of the event giving rise to the claim and, within 14 days thereafter, shall furnish in writing sufficient facts in support of its position as may be necessary for a decision. Any claim by the Subcontractor for extra compensation or an extension of time not so made shall be waived, and the Subcontractor shall not be entitled to any extra compensation or an extension of time as a result thereof. 6.6 Notwithstanding any other impactsprovision, if the Work for which the Subcontractor claims extra compensation or a time extension is determined by the Owner or Architect/Engineer not to entitle the Contractor to a such a contract adjustment, then the Contractor shall not be liable to the Subcontractor for any extra compensation time extension for such Work, unless Contractor agrees in writing to such extra compensation. 6.7 The Subcontractor shall pay, immediately upon demand therefor, all costs, losses, damages and expenses, and all administrative, management, overhead and other direct or indirect expenses, including reasonable attorneys' fees (the "Costs") incurred by the Contractor in connection with any default by Subcontractor or exercise by Contractor of any right to remedy upon Subcontractor's default. If the Subcontractor does not pay the Costs immediately, the Contractor may deduct all such Costs from any payments otherwise due. If payments due or to become due to the Subcontractor are not presented before proceeding sufficient to cover the Costs, the Subcontractor immediately shall pay to Contractor the full amount of any such excess with interest thereon nine percent (9%) per annum. The liability of the change Subcontractor hereunder shall extend to and include, without limitation, the full amount of Costs incurred and obligations assumed by the Contractor in good faith under the reasonable belief that such Costs or obligations were necessary or required, (i) in completing the Work and providing labor, materials, equipment, supplies and other items therefor or resubcontracting the Work, and which are not adjusted by Change Order and/or (ii) in settlement, discharge or compromise of any claims, demands, suits or judgments pertaining to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor changes in or arising out of 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.

Changes in the Work. The Principal Representative may designate, without invalidating Contractor shall have the Agreement, and with right at any time during the approval of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent progress of the Contractor as hereafter provided, by altering, adding work to increase or deducting from decrease the Work, Scope of the Contract sum being adjusted accordingly. All such changes Work in the Work Subcontract. Promptly after being notified of a change by Contractor, Subcontractor shall be within the general scope submit an itemized estimate of and be executed under the conditions any cost increases or savings it foresees as a result of the Contract, except that any claim for extension of time made necessary due to the 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 change. It is ordered and before proceeding with the extra or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 otherwiseexpressly agreed that, except in an emergency endangering life or property, no additions or changes to the work shall be made except upon written order of Contractor, and Contractor shall not be liable to Subcontractor for any extra labor, materials or equipment furnished without such written order. No officer, employee or agent of Contractor is authorized to direct any extra or changed work by verbal order. Nothing herein contained shall excuse Subcontractor from proceeding promptly with the prosecution of the work as ordered in writing by Contractor, and failure to do so shall constitute a breach of this Subcontract. Subcontractor shall promptly perform changes ordered in writing by Contractor. The Work Release Order Amount shall be adjusted in the manner as Contractor and Subcontractor shall mutually agree. A Change Order in the form attached as Exhibit I to the Subcontract Agreement shall be issued and executed promptly after an agreement is reached between Subcontractor and Contractor. In the event that Contractor and Subcontractor are unable to agree on the proper adjustment to the Subcontract Amount for a change, Subcontractor shall, nevertheless, promptly perform said change, and the Subcontract Amount shall be adjusted as follows: For changes initiated by Owner, Architect or their representative, the Subcontract Amount shall be adjusted only in the amount approved by Owner for the change less the amount of Contractor's markup on said work. Any statement herein to the contrary notwithstanding, in no event shall Contractor be liable to Subcontractor for an amount greater than the amount received by Contractor from Owner for such changes, less the amount of Contractor's markup on said work. For changes initiated by Contractor, not pursuant to a change by Owner or Architect, the Subcontract Amount shall be adjusted only in the amount of the increase or decrease of Subcontractor's direct labor, equipment, material and subcontract costs (without overhead or profit markups) as a result of the change (including allowance for labor burden costs) plus an agreed upon markup for overhead and profit. If Subcontractor initiates a substitution, deviation or change in the Contract Documents work which affects the Scope of Work or causes expense to Contractor or other contractors or subcontractors, Subcontractor shall be made unless by 1) a written Change Orderliable for the expenses thereof, approved by including overhead and profit markups. Contractor shall have the Principal Representative, State Buildings Program, right to conduct an audit of Subcontractor's books and records to verify the State Controller prior accuracy of Subcontractor's claim with respect to proceeding Subcontractor's costs associated with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided change in the encumbered contract amountScope of Work. In the event that Subcontractor performs any work on a cost reimbursable basis, Contractor shall likewise have the Contract sum being later adjusted right to decrease conduct an audit of Subcontractor's books and records to verify the Contract sum by any unallocated or unexpended amounts remaining in such allowanceaccuracy of Subcontractor's claimed costs. No change to the Contract sum shall be valid unless so ordered.Dated: 01/19/17 Initialed for Genoa Page 3 of 8 Initialed for Subcontractor

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, Subcontractor shall make any 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 all changes in the Work as directed by Contractor in writing. Such changes shall not invalidate this Subcontract. If necessary, the Subcontract Price and the time for Subcontractor's performance shall be within adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the general scope of and be executed under changed Work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the conditions amount of the Contract, except that any claim for extension of time made necessary due addition to the change or any claim of other delay or other impacts caused by or resulting deduction from the change in Subcontract Price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the Work as changed by Contractor's written direction. Once Subcontractor receives Contractor's written direction, Subcontractor is solely responsible for timely performance of the Work as changed by the written direction. Payment for changed Work shall be presented by the made in accordance with Section 4. If a dispute arises between Contractor and adjusted by Change Order to the extent known at the time such change Subcontractor about whether particular Work is ordered and before proceeding with the extra or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the a change in the Work, or if Contractor and which Subcontractor are not adjusted by Change Order unable to agree on an appropriate adjustment for changed Work, Subcontractor shall timely perform the disputed Work, upon receiving written direction from Contractor. If Subcontractor intends to submit a claim for the disputed Work, it shall give prompt written notice to Contractor before proceeding with the Work. Subcontractor shall submit its written claim for additional compensation or extension of time to complete Subcontractor’s Scope of Work for that Work within three (3) business days after such Work is performed, in sufficient detail for Contractor to make an evaluation of the merits of the claim. Subcontractor's failure either to give the written notice before proceeding with the disputed Work or to submit the written claim within three (3) business days after discovery of the facts and circumstances giving rise to the extent knownclaim constitutes an agreement by it that it will not be paid for the disputed Work. No change, shall be waived. The Architect/Engineer shall have authority alteration, or modification to make minor changes in the Workor deviation from this Subcontract, not involving extra cost, and not inconsistent with the intent of the Contract Documents, but otherwisePrime Contract, except in an emergency endangering life or propertyplans, no extra Work or change specifications, and addenda, whether made in the Contract Documents manner provided in this Section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Subcontract, and no notice is required to be given to such surety of any such change, alteration, modification, or deviation. The modification in the State Controller prior to proceeding with Subcontract Price and/or the changed Work; or 2) by an Emergency Field time for performance stated in a Subcontract Change Order approved shall unequivocally comprise the total price and time adjustment due or owed by Contractor to Subcontractor for the Principal Representative Work and State Buildings Program as hereafter provided changes defined therein, and shall represent full and final compensation for all increases or decreases in Article 35Cdirect, Emergency Field Ordered Changed indirect and consequential costs, overhead, profit and time required to perform the entire Work under this Subcontract arising directly or indirectly from the Work and changes defined therein, including additional and/or extended overheads, delay, acceleration, loss of momentum and cumulative impacts on all other Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.

Changes in the Work. 4.1 The Principal Representative Contractor may designateadd to or deduct from the Subcontractor’s Work, without invalidating and any changes so made in the amount of Work involved, or any other parts of this Agreement, shall be by a written amendment setting forth a detailed description and value of the changes involved, which shall be mutually agreed upon between the Contractor and Subcontractor. In the absence of such agreement, the Subcontractor shall proceed with the approval changed work when so ordered in writing by the Contractor so as not to delay the progress of State Buildings Program the changed work or the Subcontractor’s Work, and pending any determination of the State Controllervalue of the changed work, may unless Contractor first requests a proposal of cost before the changes are effected. If the Contractor requests a proposal of cost for a change, the Subcontractor shall promptly comply with such request. 4.2 Subcontractor shall be entitled to receive no extra compensation for extra work or materials or changes of any kind absent a change order issued in writing by the Contractor. The Subcontractor shall be responsible for any costs incurred by the Contractor for changes of any kind made by the Subcontractor that increase the cost of the work for either the Contractor or other subcontractors when the Subcontractor proceeds with such changes without a written order therefore. Accordingly, no course of conduct between the parties shall serve as the basis for additional compensation. Similarly, Subcontractor shall not make any claim for unjust enrichment for any claimed additional work. 4.3 The Subcontractor shall make no claim for additional services rendered or materials furnished by the Subcontractor to the Contractor unless notice is given to the Contractor prior to the furnishing of any of the services or material. Contractor must approve all change orders in writing before the changed or extra Work work is performed. No additional payment or make time will be granted for any changes with performed by the Subcontractor that have not been ordered by Contractor or agreed to by the parties. Subcontractor shall not deviate from the plans and specifications or substitute materials (including “or equal” materials) without the consent issuance of a written change order by Contractor. Pricing on Time and Material Change Orders will be as follows: Labor Actual wages paid plus taxes, insurance, contribution assessments and benefits required by law or collective bargaining agreements, and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions. These costs are to be substantiated in detail. Material Actual costs incurred. Supplier invoices must be provided. Subcontract Actual costs incurred. Subcontractor invoices must be provided. Fee A 10% fee may be added to labor, material and subcontract costs to cover overhead & profit. Final pricing on Time & Material Change Orders must be received within 10 days of completion of the extra work. Failure to submit final pricing within this time frame shall waive Subcontractor’s right to such claims. 4.4 Subcontractor shall give Contractor as hereafter providedwritten notice of all claims affecting or relating to the Subcontract Price for which the Owner is or may be liable under the Contract Documents no later than 48 hours after Subcontractor’s first observance of the facts giving rise to the claim, or, if sooner, within the time limits provided in the Contract Documents for like claims by alteringContractor upon the Owner and in sufficient time for Contractor to initiate such claims against the Owner in accordance with the Contract Documents. The claim shall proceed in the manner provided in the Contract Documents and Subcontractor shall be responsible for substantiating a claim submitted to the Owner on Subcontractor’s behalf. Subcontractor shall be responsible for all costs, adding expenses, and attorney fees incurred by it and by Contractor relating to or deducting from the Workclaim. 4.5 Any notice of a claim by the Subcontractor shall detail the amounts claimed and provide all information necessary to permit timely and appropriate evaluation of the claim, the determination of responsibility, and any remaining opportunity for mitigation. If the Subcontractor is unable to calculate any amount claimed in detail or provide other required information, the Subcontractor shall use all commercially reasonable efforts to provide an estimate of such amount or such information. 4.6 If Subcontractor is delayed, obstructed, hindered, or interfered with in a critical element of the Subcontract Work by any cause beyond Subcontractor’s reasonable control and not due to the fault of Subcontractor, its officers, agents, employees, lower tier subcontractors, or suppliers, then (A) Subcontractor shall be entitled to an extension of time for a period equivalent to the time lost by reason of such causes, but only if (1) Subcontractor gives Contractor notice in writing of such delay, obstruction, hindrance, or interference within 48 hours of Subcontractor’s first observance of the facts giving rise thereto, (2) Subcontractor demonstrates that it could not have anticipated or avoided such delay, obstruction, hindrance, or interference and has used all available means to minimize the consequences thereof, and (3) the Owner grants Contractor an extension of time for the performance of the Subcontract Work; and (B) Subcontractor shall be entitled to an adjustment in the Subcontract Price to the extent provided in this Section 4. Subcontractor shall only receive an extension of time for the performance of the Subcontract Work to the extent that the Owner grants Contractor an extension of time for the performance of the Subcontract Work. 4.7 Subcontractor shall not be entitled to nor claim any cost reimbursement, compensation, or damages (A) attributable to delay, obstruction, hindrance, or interference to Subcontract Work as set forth in Section 4.5, or (B) on account of any claim for which the Owner is or may be liable under the Contract sum being adjusted accordinglyDocuments as set forth in Section 4.4, except to the extent that Contractor is entitled to a corresponding cost reimbursement, compensation, or damages from Owner under the Contract Documents on account thereof, and then only to the extent of the amount, if any, that Contractor on behalf of Subcontractor actually receives from Owner on account thereof, less any costs, expenses and attorney fees incurred by Contractor. Nothing in this Subcontract precludes Subcontractor’s recovery of damages for delay or to constitute a waiver of Subcontractor’s right to recover damages for delay. 4.8 Subcontractor shall give Contractor written notice of all claims affecting or relating to the Subcontract Work not addressed above within 48 hours of Subcontractor’s first observance of the facts giving rise to the claim. All such changes claims shall be resolved in the Work shall be manner provided in Section 10 (“Claims & Damages”). 4.9 Subcontractor’s failure to assert a claim in the manner and within the general scope of and be executed under the conditions time provided for in this Section constitutes a complete waiver of the Contractclaim. 4.10 Notwithstanding any other provision, except that any claim if the Work for extension of time made necessary due which the Subcontractor claims extra compensation is determined by the Owner or Architect/Engineer not to entitle the Contractor to a Change Order or extra compensation, then the Contractor shall not be liable to the change or Subcontractor for any claim of other delay or other impacts caused by or resulting from the change extra compensation for such Work, unless Contractor agreed in the writing to such extra compensation. 4.11 A Work shall be presented Directive is a written order issued 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, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change in the Work, and which are not adjusted by Change Order Subcontractor relating to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor changes in the Work, Subcontractor’s Work but not involving extra cost, adjustment of the Subcontract sum or schedule and not inconsistent with the intent of the Contract Documents. The Subcontractor shall promptly carry out each Work Directive regardless of whether the Subcontractor agrees that the order does not involve adjustment of the Subcontract sum or schedule. If the Subcontractor reasonably believes that it should be entitled to an adjustment of the Subcontract sum or schedule, but otherwiseor both, except in an emergency endangering life or propertyon account of a Work Directive, no extra Work or change in the Contract Documents Subcontractor, within three days after receiving the order, shall be made unless by 1) a give the Contractor written Change Order, approved by notice of the Principal Representative, State Buildings Program, Subcontractor’s position and the State Controller prior to proceeding shall proceed with the changed Work; or 2) by an Emergency Field subject Work without first receiving a Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted related to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedit.

Changes in the Work. his Su ▇▇▇▇▇▇▇ or othernt to the execution of this e Su tor wr n a bcontractor, prior to itten copies of a manner consistent § 5.1 The Principal Representative Owner 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 by issuing Modifications to the Prime Contract. Upon receipt of such a Modification issued subsequent to the execution of the Subcontract Agreement, the Contractor shall promptly notify the Subcontractor of the Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform Work which would be inconsistent with the changes made by the Modifications to the Prime Contract. § 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating t changes in the Work within the general scope of this Subcontract consisting of additions, de revisions, including those required by Modifications to the Prime Contract issued subseque Agreement, the Subcontract Sum and be executed the Subcontract Time being adjusted accordingly. Th the commencement of such changed or revised Work, shall submit promptly to the Contrac claim for adjustment to the Subcontract Sum and Subcontract Time for such revised Work i with requirements of the Subcontract Documents. § 5.3 The Subcontractor shall make all claims promptly to the Contractor for additional cost, extensions of time and damages for delays or other causes in accordance with the Subcontract Documents. A claim which will affect or become part of a claim which the Contractor is required to make under the conditions Prime Contract within a specified time period or in a specified manner shall be made in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the change in the Work . Such claims shall be presented received by the Contractor and adjusted not less than two working days preceding the time by Change Order which the Contractor's claim must be made. Failure of the Subcontractor to make such a timely claim shall bind the Subcontractor to the extent known at same consequences as those to which the time such change Contractor is ordered and before proceeding with the extra or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedbound.

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, 6.1 Subcontractor shall make any 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 all changes in the Work work described in the Contract Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. 6.1.1 The allowance for overhead and profit with respect to changes in the work shall be a flat 10% for overhead and profit or as allowed by Owner. 6.1.2 When Subcontractor becomes aware of errors, omissions or discrepancies in the Plans, Specifications or other Contract Documents, Subcontractor must, within the general scope of and be executed under the conditions five (5) days after such discovery, notify Contractor in writing of the Contracterrors, except omissions or discrepancies; and if Subcontractor shall fail to do so, he shall thereby waive any right to seek compensation for additional or different work that is necessary or required as a result of such errors, omissions or discrepancies. 6.2 If necessary, the contract price and the time for Subcontractor’s performance shall be adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount of the addition to or deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, or if documentation to substantiate additional cost is not supplied by Subcontractor before performing changed work, Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work, and timely submission of any claim for extension additional compensation, as changed by written direction. In the absence of time made necessary due a mutually agreed upon price prior to the performance of any changed work, Subcontractor shall provide Contractor with a daily additional work tag that describes in detail, the additional work performed. The additional work tag shall include a detailed description of the work performed including, at a minimum, the location of the work, the reason for the work, materials and equipment used and a summary of man/crew hours expended to complete the work. Subcontractor agrees that the “daily” additional work tags will be presented to the Project Superintendent for acknowledgement of work performed prior to leaving the jobsite on the day the work was performed, or, at a minimum, within 24 hours of performing the work. If Subcontractor fails to comply with this requirement, Subcontractor agrees that work was performed at no additional cost. Any claim for additional compensation must be submitted with all supporting documentation (including daily additional work tags) within fifteen (15) days after such work is performed, provided that 15 days will satisfy any and all timely notice provisions of the Owner-Contractor Agreement. Subcontractor’s failure to submit additional work claims within fifteen (15) days constitutes an agreement by him that changed work was performed at no additional cost to the Contractor or Owner. 6.3 Subcontractor shall not make any changes in the work or in any way cause or allow that work to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any changes in the work without written direction from Contractor, such change constitutes an agreement by Subcontractor that he will not be paid for that changed work, even if he received verbal direction from Contractor or any claim form of direction, written or otherwise, from Owner or any other delay person or other impacts caused by entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or resulting in any way arising out of any such change he makes without written direction from the Contractor. 6.4 If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the Work work, Subcontractor shall timely perform the disputed work and may give written notice of a claim for additional compensation for that work. Such written notice of claim must be presented given within ten (10) days after such work is performed. Subcontractor’s failure to give written notice within the ten (10) days constitutes an agreement by him that he will not be paid for the Contractor and adjusted by Change Order disputed work. 6.5 No change, alteration, or modification 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 impactsdeviation from this Agreement, and any costs associated with extension of time, delay or 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. 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 otherwiseprime contract, except in an emergency endangering life plans or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this provision or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate, without 1. Without invalidating the Contract, ▇▇▇▇▇▇▇ may at any time or from time to time order additions, deletions, or revisions in the Work. The AUGUSTA shall provide PLUMBER with a proposal request, identifying the Work to be added, deleted or revised. Upon receipt, PLUMBER shall promptly submit a written proposal for the changed work prepared in accordance within this Agreement, and with . If the approval proposal request calls only for the deletion 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 accordinglyAUGUSTA may order the partial suspension of any Work related to the proposed deletion, in which case PLUMBER must cease performance as directed; PLUMBER shall not be entitled to claim lost profits on deleted work. All such changed Work shall be executed under the applicable conditions of the Contract Documents. 2. Additional Work performed by PLUMBER without authorization of a Change Order will not entitle PLUMBER to an increase in the Contract Price or an extension of the Contract Time, except in the case of an emergency as provided as provided for within this Agreement. The effect of this paragraph shall remain paramount and shall prevail irrespective of any conflicting provisions contained in these Contract Documents. 3. Upon agreement as to changes in the Work to be performed, Work performed in an emergency as provided for within this Agreement, and any other claim of PLUMBER for a change in the Contract Time or the Contract Price, PROJECT MANAGER will prepare a written Change Order to be signed by PROJECT MANAGER and PLUMBER and submitted to AUGUSTA for approval. 4. In the absence of an agreement as provided for within this Agreement, AUGUSTA may, at its sole discretion, issue a Work Change Directive to PLUMBER. Pricing of the Work Change Directive will be in accordance within the terms of this Agreement. The Work Change Directive will specify a price, and if applicable a time extension, determined to be reasonable by AUGUSTA. If PLUMBER fails to sign such Work Change Directive, PLUMBER may submit a claim in accordance within the terms of this Agreement, but PLUMBER shall nevertheless be within obligated to fully perform the work as directed by the Work Change Directive. 5. PLUMBER shall proceed diligently with performance of the Work as directed by ▇▇▇▇▇▇▇, regardless of pending claim actions, unless otherwise agreed to in writing. 6. If notice of any change affecting 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 the change or any claim of other delay or other impacts caused by or resulting from the change in the Work shall be presented by or 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent provisions of the Contract DocumentsDocuments (including, but otherwisenot limited to, except in an emergency endangering life Contract Price or property, no extra Work or change in the Contract Documents shall be made unless by 1Time) a written Change Order, approved is required by the Principal Representativeprovisions of any Bond to be given to a surety, State Buildings Programthe giving of any such notice will be PLUMBER's responsibility, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing amount of any allowance already provided in the encumbered contract amount, the Contract sum being later each applicable Bond will be adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedaccordingly.

Changes in the Work. The Principal Representative may designate, without invalidating 12.1 Owner shall have the Agreement, and with right at any time during the approval of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent progress of the Contractor as hereafter provided, by altering, adding Work to increase or deducting from decrease the Work. Promptly after being notified of a change, the Contract sum being adjusted accordingly. All but in no event more than fourteen (14) days after its receipt of such changes notification (unless Owner has agreed in the Work writing to a longer period of time), Construction Contractor shall be within the general scope submit an itemized estimate of and be executed under the conditions any cost or time increases or savings it foresees as a result of the Contract, except that any claim for extension of time made necessary due to the 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 Workchange. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 Except in an emergency endangering life or property, or for minor changes ordered by Design Professional, no extra addition or changes to the Work or change in the Contract Documents shall be made unless by 1) a 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. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 12.2 A Change Order, approved 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 Principal Representative, State Buildings Program, parties after an agreement is reached between Construction Contractor and Owner concerning the State Controller prior to proceeding with 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 changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amountmanner as Owner and Construction Contractor shall mutually agree. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order for the requested change, Construction Contractor shall, nevertheless, promptly perform the change as directed by ▇▇▇▇▇ in a written Construction Change Directive. In that event, the Contract sum being later 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 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 the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum Amount, a Change Order shall be valid unless 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. Construction Contractor shall not be entitled to any 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 <WRITTEN DOLLAR AMOUNT> <$>, Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus <WRITTEN DOLLAR AMOUNT><$> . 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 <WRITTEN DOLLAR AMOUNT> <$>, not taking into consideration for the purpose of this calculation any Deductive Change Orders associated with Owner’s direct purchase program, buy out savings or with Owner’s Owner Controlled Insurance Program (OCIP), (said reduction amount being referred to herein as the “Reduction”), then Construction Contractor’s Fee shall be reduced in the amount of a fixed percentage of the Reduction amount. 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 orderedlong 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. The Principal Representative A. Subcontractor agrees to make any and all changes, furnish the materials, and perform the work that Prime Contractor may designaterequire without nullifying the Subcontract, at a reasonable addition to, or reduction from the Subcontract Price, and pro-rata to the same. This Subcontract shall apply to any changes or extras. Subcontractor shall adhere strictly to the Contract Documents unless a change to them is authorized in writing. Under no conditions shall Subcontractor make any changes, either as additions or deductions, without invalidating the Agreementwritten order of Prime Contractor, and with the approval Prime Contractor shall not pay any extra charges submitted or claimed by Subcontractor that have not been agreed upon in writing by Prime Contractor. Subcontractor shall submit immediately to Prime Contractor written copies of State Buildings Program and the State Controller, may order extra Work its cost 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 credit proposal for changes in the Work work. Disputed work shall be performed as ordered in writing by Prime Contractor and the proper cost or credit breakdowns for that work shall be submitted without delay by Subcontractor to Prime Contractor. Notice of any damage or of any additional cost which Subcontractor claims is the responsibility of Owner, Architect, Prime Contractor, or of any other subcontractor, shall be filed in writing by Subcontractor at Prime Contractor’s home office within the general scope time required by the Prime Contract, but in no event more than three days after the commencement of and be executed under any such alleged damage or additional cost. Subcontractor shall file with Prime Contractor an itemized written accounting fully supported by original documentation of such damage or additional cost within seven days or an earlier time required by the Prime Contract. Unless filed within those specified periods of time, Prime Contractor shall have the right to consider the claim waived by Subcontractor without any further recourse against Prime Contractor, its Surety, or Owner. B. The only persons authorized to sign Change Orders on behalf of Prime Contractor are the assigned Project Manager as noted in Attachment ‘A’ or Principal of firm. ▇. ▇▇▇▇▇▇▇ the Superintendent, ▇▇▇▇▇▇▇, nor his or her assistants or subordinates have any authority to execute Change Orders on behalf of Prime Contractor, or in any manner modify the terms or conditions of the ContractSubcontract, except that or to authorize or enter into on behalf of Prime Contractor any claim for extension of time made necessary due to the change agreements or any claim of other delay services from Subcontractor. D. If Subcontractor initiates a substitution, deviation or other impacts caused by or resulting from the change in the Work work which affects the scope of the work or the expense of other trades, Subcontractor shall be presented by liable for the Contractor and adjusted by Change Order to the extent known at the time such change is ordered and before proceeding with the extra resulting expense. E. No change, alteration, modification or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent of deviation from the Contract Documents, but otherwise, except in an emergency endangering life whether or property, no extra Work or change not made in the Contract Documents manner specified above, shall release or exonerate, in whole or in part, any surety on any bond given in connection with the Subcontract, and neither Owner nor Prime Contractor shall be made unless by 1) a written Change Order, approved by under any obligation to notify the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; surety or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing sureties of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedchange.

Changes in the Work. The Principal Representative may designate, without invalidating Company has the Agreement, right to order changes to be made in the Work. Contractor will not be entitled to any additional compensation for any out-of-scope Work performed prior to the execution of a Change Order by both Company and with Contractor. If changes requested by Company affect the approval of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent scope of the Work to be performed, Contractor’s costs, or the Schedule, Contractor will be entitled to seek an equitable adjustment in the Contract Price and/or Schedule through a Change Order the form of which is attached hereto as hereafter providedExhibit P. Any claim by Contractor for adjustment shall be deemed waived unless made in writing within ten Days after receipt by Contractor of notice of such change request. Unless agreed by Company in writing, all requests for payments made pursuant to a Change Order shall be submitted by alteringContractor in invoices separately from the amounts due pursuant to the scope of Work as originally specified in these Contract Documents. All invoices covering additions or credits to these Contract Documents shall refer to the specific change order or similar written authorization issued by Company with respect to the addition or credit and will not be honored unless this reference is included. (a) If the changes requested by Company do not involve extra cost, adding Contractor will not be entitled to or deducting from additional compensation. If the changes requested by Company reduce in any way the Work, the Contract sum being adjusted accordingly. All such changes in the Work shall Contractor will not be within the general scope of and be executed under the conditions of the Contract, except that entitled to any claim for extension lost profits or other damages and Company will be entitled to a credit against the Contract Price in an equitable amount, but subject to allowance to Contractor for its actual costs incurred for the purchase, rental, delivery and subsequent disposal of time made necessary materials and equipment required for use in performance of the Work but not used due to the change Change Order and not used by Company. (b) If the changes requested by Company increase the Work to be performed, such increase shall be paid for by Company as evidenced by a mutually signed Change Order as determined by Company and Contractor in one of the following methods, either: (i) by agreed unit price, (ii) by agreed lump sum, or any claim of other delay (iii) only when the additional Work cannot be clearly identified or other impacts caused estimated or when directed by Company pursuant to Section 23.1(c). (c) Company may require Contractor to perform the Change Order Work based on the actual direct costs reasonably and prudently incurred or resulting from the change estimated to be incurred in the performance of the changed Work by Contractor including markup for G&A plus 12%. In no event shall be presented the rates used by the Contractor and adjusted by in pricing any Change Order Work exceed the rates set forth in Exhibit C (Unit Pricing) or Exhibit P, Appendix P-1 (Labor and Equipment Rates), as identified in the applicable Change Order. Contractor shall not be permitted 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, and additional markup on any costs associated with extension incurred by Contractor’s Affiliates or subsidiaries. Contractor shall submit a detailed cost breakdown including manhours by craft or discipline, quantities of timematerial, delay or equipment and other impacts, which are not presented before proceeding with the change in the Work, and which are not adjusted by applicable costs. Owner shall have access to Change Order to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, pricing and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written all related cost buildups for submitted Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedOrders.

Changes in the Work. The Principal Representative may designate, without 1. Without invalidating the Contract, AUGUSTA may at any time or from time to time order additions, deletions, or revisions in the Work. The AUGUSTA shall provide CONTRACTOR with a proposal request, identifying the Work to be added, deleted or revised. Upon receipt, CONTRACTOR shall promptly submit a written proposal for the changed work prepared in accordance within this Agreement, and with . If the approval proposal request calls only for the deletion 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 accordinglyAUGUSTA may order the partial suspension of any Work related to the proposed deletion, in which case CONTRACTOR must cease performance as directed; CONTRACTOR shall not be entitled to claim lost profits on deleted work. All such changed Work shall be executed under the applicable conditions of the Contract Documents. 2. Additional Work performed by CONTRACTOR without authorization of a Change Order will not entitle CONTRACTOR to an increase in the Contract Price or an extension of the Contract Time, except in the case of an emergency as provided as provided for within this Agreement. The effect of this paragraph shall remain paramount and shall prevail irrespective of any conflicting provisions contained in these Contract Documents. DRAFT 3. Upon agreement as to changes in the Work to be performed, Work performed in an emergency as provided for within this Agreement, and any other claim of CONTRACTOR for a change in the Contract Time or the Contract Price, PROJECT MANAGER will prepare a written Change Order to be signed by PROJECT MANAGER and CONTRACTOR and submitted to AUGUSTA for approval. 4. In the absence of an agreement as provided for within this Agreement, AUGUSTA may, at its sole discretion, issue a Work Change Directive to CONTRACTOR. Pricing of the Work Change Directive will be in accordance within the terms of this Agreement. The Work Change Directive will specify a price, and if applicable a time extension, determined to be reasonable by AUGUSTA. If CONTRACTOR fails to sign such Work Change Directive, CONTRACTOR may submit a claim in accordance within the terms of this Agreement, but CONTRACTOR shall nevertheless be within obligated to fully perform the work as directed by the Work Change Directive. 5. CONTRACTOR shall proceed diligently with performance of the Work as directed by AUGUSTA, regardless of pending claim actions, unless otherwise agreed to in writing. 6. If notice of any change affecting 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 the change or any claim of other delay or other impacts caused by or resulting from the change in the Work shall be presented by or 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent provisions of the Contract DocumentsDocuments (including, but otherwisenot limited to, except in an emergency endangering life Contract Price or property, no extra Work or change in the Contract Documents shall be made unless by 1Time) a written Change Order, approved is required by the Principal Representativeprovisions of any Bond to be given to a surety, State Buildings Programthe giving of any such notice will be CONTRACTOR's responsibility, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing amount of any allowance already provided in the encumbered contract amount, the Contract sum being later each applicable Bond will be adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedaccordingly.

Changes in the Work. The Principal Representative may designate8.1.1 CITY, without invalidating the this Agreement, and with the approval of State Buildings Program and the State Controller, may order extra additions, deletions or revisions to the WORK. Such additions, deletions or revisions shall be authorized by a Written Amendment, Change Order or Work Directive Change. 8.1.2 All Change Orders which, individually or make changes with or without when cumulatively added to amounts authorized pursuant to prior change Orders for this Project, increase the consent cost of the Contractor WORK to CITY or which extend the time for completion, must be formally authorized and approved by the CITY’S Commission prior to their issuance and before WORK may begin. No claim against CITY for extra WORK in furtherance of such change order shall be allowed unless prior approval has been obtained. Notwithstanding the above paragraph, Change Orders which individually or when cumulatively added to amounts authorized, pursuant to prior Change Orders for this Project, increase the cost of the WORK to the CITY not in excess of ten percent (10%) or $50,000 (whichever is less) may be approved by signed approval of the City Manager of the City of Margate. No claim against CITY for extra WORK in furtherance of a Change Order shall be allowed unless prior approval pursuant to this section has been obtained. 8.1.3 The Contract Price and Contract Time shall be changed only by Change Order or written Amendment. 8.1.4 Proposed Change orders shall be prepared by the ENGINEER on forms provided by CITY. When submitted for approval, they shall carry the signature of the ENGINEER and the CONTRACTOR. 8.1.5 If CITY and CONTRACTOR are unable to agree as hereafter providedto the extent, by alteringif any, adding to or deducting from the Work, of an adjustment in the Contract sum being adjusted accordingly. All such changes Price or an adjustment of the Contract Time that should be allowed as a result of a Work Change Directive, a claim may be made therefore. 8.1.6 CONTRACTOR shall not be entitled to an increase in the Work shall be within Contract Price or an extension of the Contract Time with respect to any WORK performed that is not required by the Contract Documents as amended, modified and supplemented. 8.1.7 If notice of any change affecting the general scope of and be executed under the conditions WORK or the provisions of the ContractContract Documents is required by the provisions of any bond to be given to a surety, except that the giving of any such notice will be CONTRACTOR'S responsibility and the amount of each applicable bond shall be adjusted accordingly. 8.1.8 Any claim for extension of adjustment in the Contract Price or time made necessary due shall be based upon written notice delivered by the party making the claim to the change other parties and to ENGINEER not later than three (3) calendar days after the occurrence or any event giving rise to the claims and stating the general nature of the claim. No claim of other delay for an adjustment 8.1.9 The cost or other impacts caused by or resulting credit to CITY from the a change in the Work WORK shall be presented determined 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, and any costs associated with extension of time, delay or 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. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedmutual agreement.

Changes in the Work. The Principal Representative may designate, without invalidating 6.1 Subcontractor shall make any and all changes to the work described in the Contract Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. 6.2 If necessary, and in accordance with the approval other provisions 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 Workthis Subcontract, the Contract sum being Price stated in Section 3 and the time for Subcontractor's performance shall be adjusted accordinglyby appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. All such Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount to or deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed by Contractor's written direction. Once Subcontractor receives Contractor's written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. 6.3 Payment for changed work shall be made in accordance with Section 4. 6.4 Subcontractor shall not make any changes in the Work shall be within the general scope of and be executed under the conditions of the Contract, except work described in Section 2 or in any way cause or allow that any claim for extension of time made necessary due work to the change or any claim of other delay or other impacts caused by or resulting deviate 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 WorkContract Documents without written direction from Contractor. Any claims for extension of time or of delay or other impacts, and If Subcontractor makes any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that he will not be paid for that changed work, even if he received verbal direction, written or otherwise, from the OWNER or any other person or entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such change he makes without written direction from Contractor. 6.4.1 Unless agreed to otherwise, any changes in the work which arise from a Subcontractor’s Additional Work Authorization (AWA), will require the signatures of both the Contractor’s Project Manager and the Superintendent. Each AWA will require these two signatures by the Contractor, in addition to that of the Subcontractor. An AWA is intended to cover work performed on a time and material basis or equivalent. An AWA is only to be used under circumstances where Subcontractor and Contractor agree that a conventional proposal, estimate and change order would not be appropriate. See Prime Contract General Conditions (Document 000700), Article 6.07 for additional Owner requirements. 6.5 If Subcontractor discovers a condition or situation that it believes constitutes a change to its Work, not involving extra cost, and not inconsistent with the intent of or otherwise requires a change to the Contract Documents, but otherwiseSubcontractor shall provide written notice of the change within five (5) calendar days from discovering such changed condition. If a dispute arises between Contractor and Subcontractor about whether particular work constitutes a change to the Work, except in an emergency endangering life or property, no extra Work or change in Subcontractor shall timely perform the Contract Documents shall be made unless by 1) a disputed work and give written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing notice of any allowance already provided in claim for additional compensation for that work within seven (7) days after such work was performed. Subcontractor's failure to perform the encumbered contract amountwork or failure to give timely notice of the change and claim constitutes an agreement by him that he will not be paid for the disputed work. 6.6 No change, alteration, or modification to or deviation from this Agreement, the Contract sum being later adjusted Documents, prime contract, plans, or specifications, whether made in the manner provided in this provision or not, shall release or exonerate, in whole or in part, any bond or any surety on any bond given in connection with this Agreement, and no notice is required to decrease the Contract sum by be given to such surety of any unallocated such change, alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. 4.1 The Principal Representative Contractor may designateadd to or deduct from the Subcontractor’s Work, without invalidating and any changes so made in the amount of Work involved, or any other parts of this Agreement, shall be by a written amendment setting forth a detailed description and value of the changes involved, which shall be mutually agreed upon between the Contractor and Subcontractor. In the absence of such agreement, the Subcontractor shall proceed with the approval changed work when so ordered in writing by the Contractor so as not to delay the progress of State Buildings Program the changed work or the Subcontractor’s Work, and pending any determination of the State Controllervalue of the changed work, may unless Contractor first requests a proposal of cost before the changes are effected. If the Contractor requests a proposal of cost for a change, the Subcontractor shall promptly comply with such request. 4.2 Subcontractor shall be entitled to receive no extra compensation for extra work or materials or changes of any kind absent a change order issued in writing by the Contractor. The Subcontractor shall be responsible for any costs incurred by the Contractor for changes of any kind made by the Subcontractor that increase the cost of the work for either the Contractor or other subcontractors when the Subcontractor proceeds with such changes without a written order therefore. Accordingly, no course of conduct between the parties shall serve as the basis for additional compensation. Similarly, Subcontractor shall not make any claim for unjust enrichment for any claimed additional work. 4.3 The Subcontractor shall make no claim for additional services rendered or materials furnished by the Subcontractor to the Contractor unless notice is given to the Contractor prior to the furnishing of any of the services or material. Contractor must approve all change orders in writing, or issue a change directive, before the changed or extra Work work is performed. No additional payment or make time will be granted for any changes with performed by the Subcontractor that have not been ordered by Contractor or agreed to by the parties. Subcontractor shall not deviate from the plans and specifications or substitute materials (including “or equal” materials) without the consent issuance of a written change order by Contractor. Pricing on Time and Material Change Orders will be as follows: Material Actual costs incurred. Supplier invoices must be provided. Final pricing on Time & Material Change Orders must be received within 10 days of completion of the extra work. Failure to submit final pricing within this time frame shall waive Subcontractor’s right to such claims. 4.4 Subcontractor shall give Contractor as hereafter providedwritten notice of all claims affecting or relating to the Subcontract Price for which the Owner is or may be liable under the Contract Documents no later than 48 hours after Subcontractor’s first observance of the facts giving rise to the claim, or, if sooner, within the time limits provided in the Contract Documents for like claims by alteringContractor upon the Owner and in sufficient time for Contractor to initiate such claims against the Owner in accordance with the Contract Documents. The claim shall proceed in the manner provided in the Contract Documents and Subcontractor shall be responsible for substantiating a claim submitted to the Owner on Subcontractor’s behalf. Subcontractor shall be responsible for all costs, adding expenses, and attorney fees incurred by it and by Contractor relating to or deducting from the Workclaim. 4.5 Any notice of a claim by the Subcontractor shall detail the amounts claimed and provide all information necessary to permit timely and appropriate evaluation of the claim, the determination of responsibility, and any remaining opportunity for mitigation. If the Subcontractor is unable to calculate any amount claimed in detail or provide other required information, the Subcontractor shall use all commercially reasonable efforts to provide an estimate of such amount or such information. 4.6 If Subcontractor is delayed, obstructed, hindered, or interfered with in a critical element of the Subcontract Work by any cause beyond Subcontractor’s reasonable control and not due to the fault of Subcontractor, its officers, agents, employees, lower tier subcontractors, or suppliers, then (A) Subcontractor shall be entitled to an extension of time for a period equivalent to the time lost by reason of such causes, but only if (1) Subcontractor gives Contractor notice in writing of such delay, obstruction, hindrance, or interference within 48 hours of Subcontractor’s first observance of the facts giving rise thereto, (2) Subcontractor demonstrates that it could not have anticipated or avoided such delay, obstruction, hindrance, or interference and has used all available means to minimize the consequences thereof, and (3) the Owner grants Contractor an extension of time for the performance of the Subcontract Work; and (B) Subcontractor shall be entitled to an adjustment in the Subcontract Price to the extent provided in this Section 4. Subcontractor shall only receive an extension of time for the performance of the Subcontract Work to the extent that the Owner grants Contractor an extension of time for the performance of the Subcontract Work. 4.7 Subcontractor shall not be entitled to nor claim any cost reimbursement, compensation, or damages (A) attributable to delay, obstruction, hindrance, or interference to Subcontract Work as set forth in Section 4.5, or (B) on account of any claim for which the Owner is or may be liable under the Contract sum being adjusted accordinglyDocuments as set forth in Section 4.4, except to the extent that Contractor is entitled to a corresponding cost reimbursement, compensation, or damages from Owner under the Contract Documents on account thereof, and then only to the extent of the amount, if any, that Contractor on behalf of Subcontractor actually receives from Owner on account thereof, less any costs, expenses and attorney fees incurred by Contractor. Nothing in this Subcontract precludes Subcontractor’s recovery of damages for delay or to constitute a waiver of Subcontractor’s right to recover damages for delay. 4.8 Subcontractor shall give Contractor written notice of all claims affecting or relating to the Subcontract Work not addressed above within 48 hours of Subcontractor’s first observance of the facts giving rise to the claim. All such changes claims shall be resolved in the Work shall be manner provided in Section 10 (“Claims & Damages”). 4.9 Subcontractor’s failure to assert a claim in the manner and within the general scope of and be executed under the conditions time provided for in this Section constitutes a complete waiver of the Contractclaim. 4.10 Notwithstanding any other provision, except that any claim if the Work for extension of time made necessary due which the Subcontractor claims extra compensation is determined by the Owner or Architect/Engineer not to entitle the Contractor to a Change Order or extra compensation, then the Contractor shall not be liable to the change or Subcontractor for any claim of other delay or other impacts caused by or resulting from the change extra compensation for such Work, unless Contractor agreed in the writing to such extra compensation. 4.11 A Work shall be presented Directive is a written order issued 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, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change in the Work, and which are not adjusted by Change Order Subcontractor relating to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor changes in the Work, Subcontractor’s Work but not involving extra cost, adjustment of the Subcontract sum or schedule and not inconsistent with the intent of the Contract Documents. The Subcontractor shall promptly carry out each Work Directive regardless of whether the Subcontractor agrees that the order does not involve adjustment of the Subcontract sum or schedule. If the Subcontractor reasonably believes that it should be entitled to an adjustment of the Subcontract sum or schedule, but otherwiseor both, except in an emergency endangering life or propertyon account of a Work Directive, no extra Work or change in the Contract Documents Subcontractor, within three days after receiving the order, shall be made unless by 1) a give the Contractor written Change Order, approved by notice of the Principal Representative, State Buildings Program, Subcontractor’s position and the State Controller prior to proceeding shall proceed with the changed Work; or 2) by an Emergency Field subject Work without first receiving a Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted related to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedit.

Changes in the Work. The Principal Representative may designate, without invalidating 12.1 Owner shall have the Agreement, and with right at any time during the approval of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent progress of the Contractor as hereafter provided, by altering, adding Work to increase or deducting from decrease the Work. Promptly after being notified of a change, the Contract sum being adjusted accordingly. All but in no event more than fourteen (14) days after its receipt of such changes notification (unless Owner bas agreed in the Work writing to a longer period of time), Construction Contractor shall be within the general scope submit an itemized estimate of and be executed under the conditions any cost or time increases or savings it foresees as a result of the Contract, except that any claim for extension of time made necessary due to the 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 Workchange. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 Except in an emergency endangering life or property, no extra Work or change for minor changes ordered by Design Professional that will not result in an increase in compensation or adjustment to the Contract Documents Time, no addition or changes to the Work shall be made unless by 1) a 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. NO OFFICER, EMPLOYEE OR AGENT OF OWNER IS AUTHORIZED TO DlRECT ANY EXTRA OR CHANGED WORK ORALLY. 12.2 A Change Order, approved in the fonn prescribed by the Principal RepresentativeOwner on the Owner's Facilities Division Web Page (lill.P-://f giliti@s.,_myg t_hc rrgl.) as of the date of the respective TASK ORDER, State Buildings Programshall be prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed promptly by the State Controller prior to proceeding with parties after an agreement is reached between Construction Contractor and Owner concerning the changed Work; or 2) requested changes. Construction Contractor shall promptly perform changes authorized by an Emergency Field duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amountmanner as Owner and Construction Contractor shall mutually agree. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order 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 sum being later Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor disagrees with Owner's adjusunent 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. 12.4 In the event a requested change is approved by Owner which results in either an increase or decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum Amount, a Change Order shall be valid unless issued which increases or decreases the GMP by the amount of Construction 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. For the Contractor, for Work 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 Sub-subcontractor's own forces; ten percent (1 0%) 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 the Sub-subcontractors will be allowed ▇▇▇▇-up for overhead and profit. 6. Cost to which overhead and profit is to be 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 orderedminor that their propriety can be seen by inspection, shall be accomplished by a complete itemization of costincluding labor, materials and Subcontracts. Labor and materials shall be itemized in the manner prescribed above. Where major cost items are Subcontracts, they shall be itemized also. In no case will a change involving over $100.00 be approved without such itemization. 12.6 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. 12.7 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. The Principal Representative may designate, without invalidating the Agreement, 4.1 Subcontractor shall make any 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 all 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 the change or any claim of other delay or other impacts caused by or resulting from the change work described in the Work shall be presented Subcontract Documents as directed by the Contractor in writing. Such change or written direction shall not invalidate this Agreement. 4.2 If necessary, the Subcontract Price and the time for Subcontractor's performance shall be adjusted by Change Order appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. Subcontractor shall supply Contractor with a written cost or credit proposal for such revised work along with all documentation necessary to substantiate the extent known at amount of the time such change is ordered addition to or deduction from the subcontracted amount and before proceeding with the extra or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay if any. If Contractor and Subcontractor cannot agree on the amount of the addition or other impactsdeduction, which are not presented before proceeding with Subcontractor shall nonetheless perform the change in the Workchanged work upon Contractor's written order and submit, within seven (7) days of receipt of such order, written notice to Contractor of a claim for compensation or for additional time and which are not adjusted by Change Order to the extent known, further adjustment shall be waived. The Architect/Engineer shall have authority to make minor changes agreed upon in writing by the Work, not involving extra cost, and not inconsistent with the intent of the Contract Documentsparties hereto, but otherwise, except in an emergency endangering life Subcontractor shall not suspend or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to delay proceeding with the changed Work; work pending such agreement. 4.3 No claim for additional compensation, whether for extra labor or 2materials furnished, changes or otherwise, shall be allowed by Contractor in favor of Subcontractor unless within seven (7) days after such claim arises Subcontractor has given Contractor documentation to substantiate its claim. 4.4 If Owner shall order any changes or extra work, including additions, reductions or deletions in the work to be performed under this Subcontract and Contractor complies with Owner's order by an Emergency Field Change Order approved issuing a similar order in writing to Subcontractor, Subcontractor will perform the work as required in such order, and any adjustment in compensation or in the time of performance shall be as the parties agree. If the parties are unable to agree, Subcontractor shall nevertheless proceed with such work and shall give prompt written notice of its claim for adjustment in compensation or in the time of performance. The amount of compensation and the time of performance shall be adjusted only to the extent allowed by the Principal Representative Owner; provided, however, that in the event Contractor obtains additional compensation from Owner on account of any changes or extra work ordered by the Owner, Subcontractor shall be entitled to such portion of the additional compensation so received by Contractor from Owner as is equitable under all of the circumstances and State Buildings Program Contractor's determination as hereafter to Subcontractor's share of any award by Owner shall be binding and conclusive on Subcontractor. Subcontractor shall comply with and be bound by any notice provisions and claims procedure, including arbitration, contained in the Prime Contract or required by Owner. In the event that Contractor prosecutes a claim against the Owner for an adjustment in compensation and time of performance for any changes or extra work, Subcontractor shall cooperate fully with Contractor in the prosecution thereof and shall pay costs and expenses incurred in connection therewith, including actual attorneys' fees and expert fees, to the extent that said claim is made by Contractor at the request of Subcontractor. 4.5 If any change or extra work is performed on a "Force Account" or other prescribed basis under the Prime Contract, Subcontractor shall be entitled to receive all payments made in reimbursement of its direct costs allowable under the Prime Contract and the allowable markup or margin thereon. 4.6 Subcontractor shall not make any changes in the work described in the Subcontract Documents or in any way cause or allow the work to deviate from the Subcontract Documents without written direction from Contractor. If Subcontractor makes any changes in the work described in the Subcontract Documents without written direction from Contractor, then such change constitutes an agreement by Subcontractor that it need not be paid for that changed work, even if it received verbal direction from Contractor or any form of direction, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such change it makes without written direction from Contractor. 4.7 No change, alteration, or modification to or deviation from any of the Subcontract Documents, whether made in the manner provided in Article 35Cthis Section or not, Emergency Field Ordered Changed Work; shall release or 3) by an allocation exonerate, in writing whole or in part, any bond or any surety on any bond given in connection with this Subcontract, and no notice is required to be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate, without invalidating 6.1 Subcontractor shall make any and all changes to the work described in the Contract Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. 6.2 If necessary, and in accordance with the approval other provisions 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 Workthis Subcontract, the Contract sum being Price stated in Section 3 and the time for Subcontractor's performance shall be adjusted accordinglyby appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. All such Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount to or deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed by Contractor's written direction. Once Subcontractor receives Contractor's written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. 6.3 Payment for changed work shall be made in accordance with Section 4. 6.4 Subcontractor shall not make any changes in the Work shall be within the general scope of and be executed under the conditions of the Contract, except work described in Section 2 or in any way cause or allow that any claim for extension of time made necessary due work to the change or any claim of other delay or other impacts caused by or resulting deviate 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 WorkContract Documents without written direction from Contractor. Any claims for extension of time or of delay or other impacts, and If Subcontractor makes any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that he will not be paid for that changed work, even if he received verbal direction, written or otherwise, from the OWNER or any other person or entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such change he makes without written direction from Contractor. 6.4.1 Unless agreed to otherwise, any changes in the work which arise from a Subcontractor‟s Additional Work Authorization (AWA), will require the signatures of both the Contractor‟s Project Manager and the Superintendent. Each AWA will require these two signatures by the Contractor, in addition to that of the Subcontractor. An AWA is intended to cover work performed on a time and material basis or equivalent. An AWA is only to be used under circumstances where Subcontractor and Contractor agree that a conventional proposal, estimate and change order would not be appropriate. See Prime Contract General Conditions (Document 000700), Article 6.07 for additional Owner requirements. 6.5 If Subcontractor discovers a condition or situation that it believes constitutes a change to its Work, not involving extra cost, and not inconsistent with the intent of or otherwise requires a change to the Contract Documents, but otherwiseSubcontractor shall provide written notice of the change within five (5) calendar days from discovering such changed condition. If a dispute arises between Contractor and Subcontractor about whether particular work constitutes a change to the Work, except in an emergency endangering life or property, no extra Work or change in Subcontractor shall timely perform the Contract Documents shall be made unless by 1) a disputed work and give written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing notice of any allowance already provided in claim for additional compensation for that work within five (5) days after such work was performed. Subcontractor's failure to perform the encumbered contract amountwork or failure to give timely notice of the change and claim constitutes an agreement by him that he will not be paid for the disputed work. 6.6 No change, alteration, or modification to or deviation from this Agreement, the Contract sum being later adjusted Documents, prime contract, plans, or specifications, whether made in the manner provided in this provision or not, shall release or exonerate, in whole or in part, any bond or any surety on any bond given in connection with this Agreement, and no notice is required to decrease the Contract sum by be given to such surety of any unallocated such change, alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate, without invalidating 10.1. Owner shall have the Agreement, and with right at any time during the approval of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent progress of the Contractor as hereafter provided, by altering, adding Work to increase or deducting from decrease the Work. Promptly, the Contract sum but in no event more than 10 days after being adjusted accordingly. All such changes in the Work notified of a change, Design Builder shall be within the general scope submit an itemized estimate of and be executed under the conditions any cost or time increases or savings it foresees as a result of the Contract, except that any claim for extension of time made necessary due to the 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 Workchange. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 Except in an emergency endangering life or property, or as expressly set forth herein, no extra addition or changes to the Work or change in the Contract Documents shall be made unless except upon written order of Owner, and Owner shall not be liable to the Design Builder for any increased compensation without such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Any alleged changes must be approved by 1Owner in writing prior to starting such items. Owner will not be responsible for the costs of any changes commenced without Owner’s express prior written approval. Failure to obtain such prior written approval for any changes will be deemed: (i) a written waiver of any claim by Design Builder for such items and (ii) an admission by Design Builder that such items are in fact not a change but rather are part of the Work required of Design Builder hereunder. 10.2. A Change Order, approved in the form attached as Exhibit E to this Agreement, shall be issued and executed promptly after an agreement is reached between Design Builder and Owner concerning the requested changes. Design Builder shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amountmanner as Owner and Design Builder shall mutually agree. 10.3. If Owner and Design Builder are unable to agree on a Change Order for the requested change, Design Builder shall, nevertheless, promptly perform the change as directed by Owner in a written Work Directive Change. In that event, the Contract sum being later Amount and Contract Time shall be adjusted as directed by Owner. If Design Builder disagrees with the Owner's adjustment determination, Design Builder must make a claim pursuant to decrease Section 11 of these General Conditions or else be deemed to have waived any claim on this matter it might otherwise have had. 10.4. In the Contract sum event a requested change is approved by any unallocated or unexpended amounts remaining Owner which results in such allowance. No change an increase to the Contract sum Guaranteed Maximum Price, a Change Order shall be valid unless so orderedissued which increases the Guaranteed Maximum Price by the amount of Design Builder’s actual and reasonable direct increased Cost for such change work plus a maximum ten percent (10%) markup for Design Builder’s overhead and profit. In the event such change work is performed by a subconsultant or subcontractor, a maximum ten percent (10%) total markup for all overhead and profit for all subconsultants’, subcontractors’, sub-subconsultants’ and sub- subcontractors’ direct labor and material costs and actual equipment costs shall be permitted. Design Builder shall not be entitled to any mark-up for Change Order work performed by subcontractors or subconsultants. All compensation due any Sub-consultant or Subcontractor for field and home office overhead is included in the markups noted above. Subcontractor’s bond costs associated with any change order shall be included in the overhead and profit markups and shall not be paid as a separate line item.

Changes in the Work. The Principal Representative may designate11.01 Contractor, without invalidating the Agreement, and with the approval of State Buildings Program and the State Controlleror abandoning this Subcontract, 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 at any time require changes in the Work work consisting of additions, deletions or other revisions. For Owner or Contractor requested changes, the Subcontractor shall not be entitled to nor shall it receive any increase or upward adjustment in its Contract Sum unless said amount and liability are acknowledged, in writing, by Contractor’s authorized representative, which representative must have written authority for such acts, otherwise the Subcontractor shall proceed at its own risk and expense. No alteration, addition, omission or changes shall be within made in the general scope work, or the method or manner of performance of same, except upon the written, signed Change Order sent by the Subcontractor to the Contractor. Any change or adjustment in the Contract Sum by virtue of such Change Order shall be specifically stated in said Change Order. Change Orders are subject to the terms of these Articles and be executed under all other Contract Documents. Prior to the conditions execution of any Change Order, the Contractor may require the Subcontractor to furnish to the Contractor a detailed breakdown showing the difference in value of the work, labor, services and materials altered, added, omitted or changed by the proposed Change Order. If an agreement as to monetary allowance or other terms in the Change Order cannot be reached, the Contractor, by an authorized representative, may direct, in writing, the Subcontractor to perform the work, with the final adjustment reserved until final completion of both this Subcontract and the Prime Contract. The monetary amount for the performance of any Change Order shall not exceed the allowance set forth in the Subcontractor’s prior price breakdown. The failure of the Subcontractor to immediately commence performance of any Change Order, except that any claim when so directed in executed written form by the Contractor, whether or not all terms have been agreed upon, may be deemed a material breach and the Subcontractor may be held in default of this Subcontract. However, for Owner driven changes, Subcontractor shall be entitled to interim payments for such change order work to the extent Contractor can obtain interim payments for such change order work from Owner. If such interim payments are made, they shall be credited to the final amount agreed upon by the parties or by a court of law. Any extension of time made necessary due needed as a result of a proposed Change Order shall be requested by the Subcontractor in the Change Order. There shall be no other monetary or time allowance, direct or indirect, to the change or any claim of Subcontractor other delay than what is specifically written in the Change Order, including but not limited to, delays, suspensions, escalations, impact or other impacts caused cost factors. Ordinary field modifications which do not substantially increase Subcontractor’s cost of this Subcontract will be performed without any price adjustment. 11.02 If the Owner or Contractor elects to direct the Change Order work to be performed by or resulting from the change in the Work Subcontractor on a time and material basis, Subcontractor shall prepare daily time and material sheets which shall be presented submitted to the Contractor’s site representative for said representative’s signature. Subcontractor will not be entitled to payment for any time and material expended for which there is no daily time and material sheets bearing Contractor’s site representative’s signature. Subcontractor agrees and acknowledges that the daily time and material sheets do not constitute the Change Order; rather, they are to be used solely as a record to verify the amount of labor and material expended by Subcontractor on that particular day. Subcontractor 11.03 The issuance of any Change Order and payment thereof, prior to completion and acceptance of the Project, shall not preclude the Contractor and adjusted by from questioning whether the work performed pursuant to the Change Order to and recouping payment therefore, where, on the extent known at final settlement, it appears that 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving work was neither extra cost, and not inconsistent with the intent nor additional work under a proper interpretation of this Subcontract or the Contract Documents. No Change Order shall vary, but otherwiseabrogate, avoid or otherwise affect the terms, conditions and provisions of this Subcontract except as specifically set forth in the Change Order. 11.04 Notwithstanding anything in this Subcontract to the contrary, for Owner requested or driven changes, the Subcontractor shall in no event be entitled to, nor shall it receive any compensation or allowance for any Change Order in an emergency endangering life or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, amount greater than that which is approved by the Principal RepresentativeOwner and which the Contractor actually receives from the Owner, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved less a reasonable deduction for work performed by the Principal Representative Contractor, as well as for the Contractor’s overhead and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedprofit.

Changes in the Work. The Principal Representative may designate8.1 A “Change Order” is a written instrument prepared by Contractor and signed by Owner, without invalidating Contractor and, if requested, 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 Professional stating their agreement upon all 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 the 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, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with following: (a) the change in the Work; (b) the amount of the adjustment, if any, in the Project price; and which are not adjusted by Change Order to (c) the extent knownof the adjustment, shall be waived. The Architect/Engineer if any, in the Project time. 8.2 Owner shall have authority to make minor changes in the right at any time during the progress of the Work, not involving extra costwithout invalidating the Contract, and not inconsistent with to change, increase or decrease the intent of the Contract Documents, but otherwise, except 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 Contractor for any increased compensation or adjustment to the Project 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. Contractor shall familiarize itself with Owner’s Change Order approval process and shall manage progress of the Work accordingly. 8.3 As part of Owner’s Change Order approval process, Owner shall have the right to request that Contractor provide labor rates (which include Contractor’s general requirements). For approved Change Orders, Contractor shall be reimbursed the actual cost of material, labor, and overhead and profit. In the event such changed Work is self-performed by Contractor, a maximum fifteen percent (15%) markup for Contractor for all overhead and profit on their direct labor and material costs shall be permitted. In the event such changed Work is performed by subcontractors or sub-subcontractors, a maximum fifteen percent (15%) markup for such subcontractors or sub-subcontractors for all overhead and profit on their direct labor and material costs shall be permitted, with a maximum five percent (5%) markup thereon by Contractor for its overhead and profit, for a total maximum markup of twenty percent (20%) of the amount of the change. 8.4 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), Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. 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 Contractor’s proposed methods to minimize costs, delay and disruption to the performance of the Work. If 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 Project price or Project time and, if directed by Owner in writing, the change shall be performed by Contractor without additional compensation. Owner’s request for a proposed change does not authorize 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 procedures set forth herein. 8.5 If Contractor observes any circumstance that may, in its opinion, be a change in the Contract Documents shall be made unless by 1) scope of the Work that justifies a change to the Project price or Project time, or Contractor otherwise becomes aware of the need for or desirability of a change in the Work, then Contractor may submit a written Change Order Request (“COR”) (to be followed by substantiating data), in a format provided by Owner, and must specify the reasons for such proposed change, including relevant circumstances and impacts on the schedule. Contractor shall prepare and submit to Professional drawing, specifications or other data in support of a COR. 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 Contractor knew or reasonably should have known occurred more than fourteen (14) days prior to the date the COR is submitted. Contractor’s failure to initiate a COR within such period shall be deemed a waiver of the right to adjustment of the Project price or the Project time for the alleged change. Any such COR that is approved by Owner will be incorporated in a Change Order. If Owner determines that the Work in question is not a change in the scope of the Work and the COR is denied, but Contractor believes that it does have merit, Contractor may submit a Claim (as defined here) in accordance with the procedures set forth herein. 8.6 A Change Order, approved in form provided by Owner, shall be prepared by Contractor, reviewed and certified by Professional or Owner, and executed promptly by the Principal Representativeparties after an agreement is reached between Contractor and Owner concerning requested changes. Contractor shall promptly perform changes authorized by duly executed Change Orders. The Project price and Project time shall be adjusted in the Change Order in the manner as Owner and 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, State Buildings Program, including all direct and indirect costs associated with such change and any and all adjustments to the Project price and the State Controller Project time. 8.7 If Owner and Contractor are unable to agree on a Change Order for a requested change, Contractor shall, nevertheless, promptly perform the change as directed by Owner in writing. In that event, the Project price and Project time shall be adjusted as directed by Owner. If Contractor disagrees with Owner’s adjustment determination, Contractor must make a Claim pursuant to Article 12 or else be deemed to have waived any Claim it might otherwise have had on that matter. 8.8 Contractor shall negotiate all Change Orders with all affected subcontractors and shall review the costs of those proposals and advise Owner or Professional of their validity and reasonableness, acting in Owner’s best interest, prior to proceeding with the changed Work; or 2) by an Emergency Field requesting approval of each Change Order approved by from Owner. 8.9 If Contractor encounters on the Principal Representative and State Buildings Program Project site any Hazardous Substance(s), as hereafter provided set forth in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.Section

Changes in the Work. The Principal Representative 4.1 Owner and Trade Contractor agree that Owner may designate, without invalidating add to or deduct from the amount of Work covered by this Agreement, and any changes so made in the amount of Work involved, or any other parts of this Agreement, shall be by a written amendment setting forth in detail the changes involved and the value thereof which shall be mutually agreed upon between Owner and Trade Contractor. Trade Contractor agrees to proceed with the approval Work as changed when so ordered in writing by Owner so as not to delay the progress of State Buildings Program the Work, and without any determination of the State Controllervalue thereof. At all times, may order if Owner requests a proposal of cost for a change, Trade Contractor shall promptly (within 5 working days) comply with such request. 4.2 Trade Contractor shall be entitled to receive no extra compensation for extra Work or make materials or changes with of any kind regardless of whether the same was ordered by Owner or without any of its representatives unless a Change Order or written directive therefor has been issued in writing by Owner. If extra work was ordered by Owner and Trade Contractor performed same but did not receive a written order therefor, Trade Contractor shall be deemed to have waived any claim for extra compensation therefore, regardless of any written or verbal protests or claims by Trade Contractor. Trade Contractor shall be responsible for any costs incurred by Owner for changes of any kind made by Trade Contractor that increase the consent cost of the Work for either Owner or other trade contractors when 4.3 Trade Contractor shall give Owner written notice of all claims within five (5) days of the occurrence of the event giving rise to such claims. Thereafter, Trade Contractor shall submit written documentation of its claim, including the amount of the claim and proper supporting documentation, within ten (10) days of giving such notice, unless Owner agrees to a longer period of time. Trade Contractor agrees to provide such additional supporting documentation as hereafter providedrequested by Owner. If Trade Contractor fails to comply with such notice requirements, by altering, adding to or deducting from the Work, the Contract sum being adjusted accordinglysuch claims shall be deemed waived. All such unresolved claims, disputes, and other matters in question between Owner and Trade Contractor shall be resolved in the manner provided in Article 11 herein. 4.4 For changes in the Work approved by Owner as provided herein, Trade Contractor shall be within the general scope of paid for overhead and be executed under the conditions of the Contract, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the change profit an amount as set forth 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, and any costs associated with extension of time, delay or 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. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.

Changes in the Work. 11.1 The Principal Representative Subcontractor may designatebe ordered in writing by the Contractor, without invalidating the Agreementthis Subcontract, and with the approval of State Buildings Program and the State Controller, may order extra Work or to 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 this Subcontract, consisting of additions, deletions, duration changes, or other revisions, including those required by change orders or modifications to the Prime Contract issued subsequent to the execution of a Project-Specific Work Order. The Subcontractor, prior to the commencement of such changed or revised Work, shall submit promptly to the Contractor a written request for a time extension or an adjustment to the Subcontract Sum for the revised Work in a manner consistent with timing and be executed under the conditions formatting requirements of the Contract, except that Subcontract Documents. Subcontractor’s failure to submit a written request for a Subcontract Sum adjustment or time extension before beginning the changed Work shall result in a waiver of Subcontractor’s right to receive a Subcontract Sum adjustment or time extension. Subcontractor shall not receive payment for any claim for extension of time made necessary due to the change changed or any claim of other delay or other impacts caused extra Work not authorized in writing by or resulting from the change in Contractor before the Work shall be presented by was performed. 11.2 Subcontractor acknowledges and agrees that Owner’s payment to Contractor for extra or changed Work is a condition precedent to Contractor's obligation to pay anything to Subcontractor for such work. Subcontractor agrees to accept the Contractor Owner’s estimation or determination of the existence, quantity, and adjusted by Change Order to the extent known at the time such change is ordered and before proceeding with the quality of extra or changed Work. 11.3 In the event Contractor directs Subcontractor to perform changed or extra Work on a force account or time and material basis, Subcontractor shall submit for Contractor’s signature on a daily basis a record of the quantity of Work performed and labor and equipment hours expended. Any claims Contractor’s signature on a daily force account or time and material record sheet means only that some Work was performed; it does not entitle Subcontractor to payment for extension any Work. Subcontractor agrees all force account and time and material Work is subject to audit of time both quantity and rate of compensation. Contractor is entitled to reimbursement of erroneously paid sums. 11.4 In the event Contractor and Subcontractor do not agree on the proper adjustment to the schedule or allowable duration for the Work or the Subcontract Sum as a result of delay or other impactschanged Work, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding Subcontractor shall still perform the changed Work in accordance with the change work plan or schedule and Contractor shall determine the adjustment to the Subcontract Sum or the time modification, subject to the dispute resolution procedures in the WorkSubcontract Documents. 11.5 Execution of a modification or change order to a Project-Specific Work Order shall conclusively resolve, without reservation, any and which are not adjusted all actual or potential claims or demands for adjustments in the Subcontract Sum by Change Order reason of, based on, or in any manner related to the extent knownsubject of the modification or change order or the performance of the Work identified in it and shall conclusively resolve, shall be waived. The Architect/Engineer shall have authority to make minor changes without reservation, any and all actual or potential claims or demands for adjustments in the Work, not involving extra cost, and not inconsistent with contract time through the intent date of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work modification or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedorder.

Changes in the Work. The Principal Representative Contractor may designateat any time, without invalidating the Agreementby written change order signed by Contractor’s Project Manager only, and with the approval of State Buildings Program and the State Controllerwithout notice to any surety who issued a Subcontractor bond, 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 hereof. If such changes cause an increase or decrease in the cost of and the Work or in the required time for its performance, an equitable adjustment shall be executed under made subject to the conditions of this Paragraph. If Contractor and Subcontractor cannot agree on the Contractcost or time of performance for the change order work, except or if Contractor or Owner disagrees that any work is change work, Subcontractor shall nevertheless timely perform the disputed work as directed by Contractor. (a) No increase in compensation or extension of time for performance shall be allowed unless Subcontractor makes application therefor, in writing, to Contractor within seven (7) days from the date on which Subcontractor receives a notification of change, (or three days prior to the time within which Contractor must submit a change order request or quotation to Owner pursuant to the Prime Contract Documents, whichever is earlier). Subcontractor’s application must include a detailed breakdown of all costs and any schedule delays associated with the change. Contractor shall have the right to, but is not obligated to, audit any information submitted by Subcontractor in connection with such application. If Subcontractor does not submit an application in this time period, due to the substantial prejudice sustained by Contractor as a consequence of Subcontractor’s failure to submit a timely written application, Subcontractor shall be deemed to waive and release any claim for extension of additional compensation or additional time made necessary due for such change. The Contractor will quote the Owner accordingly and Subcontractor will be responsible to perform the changes defined in the change order with no adjustment to Subcontractor’s compensation or time required for the performance of the Work. (b) To the maximum extent allowed by law, Contractor’s obligation to Subcontractor for any claim delay, disruption, loss of other delay productivity, interference, acceleration or other impacts caused by or damages resulting from the change or arising out of any cause beyond Contractor’s reasonable control, including but not limited to acts or omissions by Owner, Architect, third party utilities, governmental and regulatory authorities or force majeure, is limited to paying to Subcontractor its proportionate share of any amounts which Owner pays to Contractor as a result of such claim, subject to any offset for Contractor’s costs and expenses incurred in the presenting such claim to Owner and Subcontractor waives and releases any claims beyond such share received by Contractor. Any disputed Work must be tracked and submitted to Contractor on a daily basis. Failure to provide time and material tickets on a daily basis shall be presented deemed an agreement by the Subcontractor that Work performed that day is not recoverable from Contractor and adjusted Subcontractor waives any and all rights to additional compensation therefrom. Any signature by Change Order to the extent known at Contractor employee on a time and material daily ticket shall mean Contractor is acknowledging receipt of the time and material ticket only, and such change signature is ordered and before proceeding with the extra or changed Work. Any claims for extension of not an admission that Contractor is accepting any such time or of delay cost as extra work or other impacts, and any costs that the cost associated with extension of time, delay such time or 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. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedmaterial is due Subcontractor.

Changes in the Work. 18.1 The Principal Representative may designate, without invalidating the Agreement, and with the approval of State Buildings Program and the State Controller, Prime Contractor may order extra changes in the Work consisting of additions, deletions or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the Workmodifications, the Contract sum Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized in writing signed by the Prime Contractor and presented to the Subcontractor. 18.2 When change order pricing requests are made of the Subcontractor, the Subcontractor has, at most, seven calendar days (or three days less than the time period required by the contract documents, whichever is less) from the time of receipt of the pricing request to deliver a written response to the Prime Contractor. Response shall be a written quote on the form provided by the Prime Contractor, including a complete breakdown of labor (number of hours, rate, etc.), material (list and price, and supplier quote sheets, if required), and mark-up. Failure to respond with a detailed breakdown within the general time limits set forth above will be interpreted as a no cost change quote. If directed to proceed by the Prime Contractor, the change order work will be done by the subcontractor with no additional compensation. On credit change order pricing, if the Subcontractor fails to respond within the required time stipulated in paragraph 18.2 , the Prime Contractor will negotiate pricing with the owner/architect, and the amount will be deducted from the Subcontractor's contract. If the Subcontractor does any work he believes is outside of the subcontract agreement scope, he must receive written direction from the Prime Contractor before proceeding, or he gives up any claim to additional compensation or time extensions. 18.3 The Contract Sum and the Contract Time may be changed only by written change order from the Prime Contractor, if the Subcontractor proceeds with work outside the scope of and be executed under the conditions of the Contract, except that any claim for extension of time made necessary due to the Work described in this Subcontract Agreement without a written change or any claim of other delay or other impacts caused by or resulting order from the change in the Work shall be presented by the Contractor Prime Contractor, Subcontractor does so at its sole and adjusted by Change Order to the extent known at the time such change is ordered and before exclusive risk By proceeding with the extra work the subcontractor is acknowledging they have agreed they are doing the work at no cost or changed Work. Any claims compensation if no written agreement or change order has been received by the subcontractor for extension of time or of delay or other impactscompensation 18.4 In emergency situations, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change in project superintendent appointed by the Work, and which are not adjusted by Change Order to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor Prime Contractor may authorize changes in the Work, before the work begins, by written change orders not involving extra costsigned by the Prime Contractor project manager 18.5 On any "Time and Material" work authorized in writing by the Prime Contractor, all potential changes must be presented to and not inconsistent with signed off by the intent Prime Contractor's jobsite superintendent on a daily basis. A copy of the Contract Documents, but otherwise, except in signed document must be given to the superintendent at the time of signing. Failure to strictly follow this procedure will forfeit any payment to the Subcontractor. 18.6 Often our superintendents are requested to sign Subcontractor's work ticket or similar work orders. It is expressly understood by the subcontractor that this Signature by the Prime Contractor's superintendent or representative on a Subcontractor's work ticket or similar work order is not an emergency endangering life acknowledgment or property, no agreement that the work is considered an extra Work or change order to the contract. The signature only generally verifies that the work was done. 18.7 Unless otherwise specified, the overhead and profit mark-up on any extra work will be no more than 10%. Any office costs and/or project management time is included in the Contract Documents mark-up. When the mark-up on changes is a percentage to be shared between the Prime and the Subcontractor, the Prime's portion shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, 2/3 and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum Subcontractor's shall be valid unless so ordered1/3 of the total percentage mark-up.

Changes in the Work. The 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 Subcontractor shall 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 all changes in the Work work described in the Contract Documents and this Agreement pursuant to Contractor’s written direction. Such change or written direction shall not invalidate this Agreement. If applicable, the contract price stated in Section 3 and the time for Subcontractor’s performance shall be within adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the general scope of changed work. Subcontractor shall supply Contractor with all documentation necessary for Contractor to substantiate any proposed change in cost or time. If Contractor and be executed under Subcontractor cannot agree on the conditions amount of the Contractaddition or deletion, except that any claim Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for extension timely performance of time made necessary due to the change or any claim of other delay or other impacts caused work as changed by or resulting from the written direction. If a dispute arises between Contractor and Subcontractor about whether certain work is a change in the Work scope described in Section 2, Subcontractor shall be presented by timely perform the disputed work. If Subcontractor intends to submit a claim for the disputed work, it shall give prompt written notice to Contractor and adjusted by Change Order to the extent known at the time such change is ordered and before proceeding with the extra work. In addition, Subcontractor shall submit its written claim for additional compensation for that work within a reasonable time, but in no event shall it be later than 72 hours prior to Contractor’s requirement to provide notice to Owner under the Prime Contract. Failure by Subcontractor to provide timely notice will prejudice Contractor’s rights under the Prime Contract. Subcontractor’s written claim shall have sufficient detail for Contractor to make an evaluation of the merits of the claim. Subcontractor’s failure either to give the written notice before proceeding with the work or changed Workto submit the written claim, as provided above, constitutes an agreement that it is waiving its rights to be compensated for the disputed work. Any Contractor may request that Subcontractor submit change order proposals or other cost estimates in accordance with this Agreement and the Prime Contract. Subcontractor agrees to provide requested proposals with sufficient substantiation to meet the requirements of this Agreement and the Prime Contract, within the time required by the Prime Contract, so that Contractor can meet its obligations to Owner. Should Subcontractor fail to timely submit requested proposals or estimates, Subcontractor acknowledges that Contractor will be obligated to submit such proposals or estimates on their behalf and Subcontractor shall be bound by such submission. Subcontractor further agrees that it will be responsible for the direct costs incurred by Contractor in preparing and submitting proposals or estimates on Subcontractor’s behalf. If the Subcontractor intends to assert a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Owner or another party, including but not limited to, claims for extension of time or of delay or other impactsfailure to pay, and any costs associated with an extension of time, delay damages, or extra work, Subcontractor will fully comply with the requirements of the Prime Contract in that regard with the express understanding that failure to comply will prejudice Contractor’s rights and may invalidate Subcontractor’s claim. Any notice of claim from Subcontractor must clearly state that it is a contractual notice and must be in a form that complies with this Agreement and the Prime Contract. Communications in emails, daily reports, meeting minutes or other impacts, which are form(s) that do not presented before proceeding comply with this Section shall not be considered proper or effective contractual notice. Contractor will present the Subcontractor’s reasonable and verified claims to the Owner or other responsible party. The Subcontractor shall cooperate fully with the change Contractor in all steps taken in connection with prosecuting such claims and shall hold harmless and reimburse the WorkContractor for all expenses, and including legal expense, incurred by Contractor which are not adjusted by Change Order arise out of Contractor’s submission of Subcontractor’s claims to the extent known, Owner or other responsible party. Subcontractor shall be waivedbound by any adjudication or award in any action or proceeding resolving such claims. The Architect/Engineer shall have authority No change, alteration, or modification to make minor changes in the Workor deviation from this Agreement, not involving extra cost, and not inconsistent with the intent of the Contract Documents, but otherwisePrime Contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative Subcontractor may designatebe ordered by the Contractor, without invalidating the Agreementthis Subcontract, and with the approval of State Buildings Program and the State Controller, may order extra Work or to 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 such Subcontract consisting of additions, deletions, or other revisions. The Contract Sum and the Contract Time for such revised Work shall be executed under adjusted in a manner consistent with the conditions Contract Documents. Subcontractor, prior to the commencement of the Contractsuch changed or revised Work, except that shall submit promptly to Contractor written copies of any claim for extension of time made necessary due adjustment to the Contract Sum or Contract Time for such revised Work. No alteration, addition, omission, or 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, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change made in the Work, and which are not adjusted by Change Order to except upon the extent known, shall be waivedwritten change order of Contractor. 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 Any change or property, no extra Work or change adjustment in the Contract Documents Sum or schedule by virtue of such change order shall be made unless specifically stated in said change order. Prior to the issuance of any change order, Subcontractor shall furnish to Contractor a detailed breakdown showing the difference in the schedule and in the value of the work, labor, services, and materials, altered, added, omitted, or changed by 1) the proposed change order. Unless and until Contractor approves the proposed change order in writing, Subcontractor shall be under no duty or obligation to perform or carry out such proposed change order and Contractor shall be under no duty, obligation, or liability to pay any increase in the Contract Sum or provide additional contract time as a result of such proposed change order. If an agreement as to the amount or other term of a change order cannot be reached, Contractor may issue a written Change Orderdirective to Subcontractor that Subcontractor is to perform the work as detailed within the written directive. Subcontractor shall be compensated, approved by upon the Principal Representativeproduction of adequate evidence in a form acceptable to Contractor for the direct labor and material costs, State Buildings Programplus 10% overhead and profit, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided incurred in the encumbered contract amount, execution of the Contract sum being later adjusted to decrease work detailed in the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedwritten directive.

Changes in the Work. The Principal Representative may designate, without invalidating 12.1 Owner shall have the Agreement, and with right at any time during the approval of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent progress of the Contractor as hereafter provided, by altering, adding Work to increase or deducting from decrease the Work. Promptly after being notified of a change, the Contract sum being adjusted accordingly. All but in no event more than fourteen (14) days after its receipt of such changes notification (unless Owner has agreed in the Work writing to a longer period of time), Construction Contractor shall be within the general scope submit an itemized estimate of and be executed under the conditions any cost or time increases or savings it foresees as a result of the Contract, except that any claim for extension of time made necessary due to the 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 Workchange. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 Except in an emergency endangering life or property, or for minor changes ordered by Design Professional, no extra addition or changes to the Work or change in the Contract Documents shall be made unless by 1) a 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. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 12.2 A Change Order, approved 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 Principal Representative, State Buildings Program, parties after an agreement is reached between Construction Contractor and Owner concerning the State Controller prior to proceeding with 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 changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amountmanner as Owner and Construction Contractor shall mutually agree. 12.3 If Owner and Construction Contractor are unable to agree on a Change Order 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 sum being later 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 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 the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum Amount, a Change Order shall be valid unless 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. Construction Contractor shall not be entitled to any 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 <WRITTEN DOLLAR AMOUNT> <$>, Construction Contractor shall be entitled to an increase to the Construction Management Fee in the amount of a fixed percentage of the amount that exceeds the sum of the original GMP plus <WRITTEN DOLLAR AMOUNT><$> . 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 <WRITTEN DOLLAR AMOUNT> <$>, not taking into consideration for the purpose of this calculation any Deductive Change Orders associated with Owner’s direct purchase program, buy out savings or with Owner’s Owner Controlled Insurance Program (OCIP), (said reduction amount being referred to herein as the “Reduction”), then Construction 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. 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 orderedlong 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. The Principal Representative may designate6.1 Contractor may, without invalidating at any time, either unilaterally or by direction of the AgreementOwner, and with the approval of State Buildings Program and the State Controllerwithout notice to sureties, may order extra Work or make changes with or without the consent of the Contractor as hereafter providedchanges, by altering, adding to or deducting from additions and/or deletions in the Work, the Contract sum being adjusted accordingly. All The Subcontractor shall make any and all such changes in the Work as directed by Contractor in writing (herein called Changed Work). Such Changed Work shall not invalidate this Agreement. 6.2 If necessary, the Contract Price and the time for Subcontractor’s performance shall be adjusted by appropriate additions or deductions that are agreed upon by Contractor and Subcontractor before Subcontractor proceeds with Changed Work. Agreement on any Changed Work constitutes a final settlement and accord and satisfaction of all matters relating to the Changed Work, including but not limited to all direct and indirect costs associated with such change and any and all adjustments to the Contract Price, time, schedule, or completion date. 6.3 If Contractor provides new, revised or updated documents to Subcontractor or requests a price for Changed Work, Subcontractor shall provide a price or acknowledge no change in cost within ten (10) days. The Subcontractor shall supply Contractor with all documents necessary to substantiate the general scope of and be executed under the conditions amount of the Contract, except that any claim for extension of time made necessary due addition or deduction to the Contract Price or the time for Subcontractor’s performance. If Subcontractor fails to submit a price for Changed Work within ten (10) days, Contractor shall unilaterally determine the price and the time for Subcontractor’s performance, and Subcontractor shall be bound to such determination. If Owner issues a change or any claim proposed change affecting Subcontractor’s Work, Subcontractor agrees, if directed by Contractor, to meet with Contractor and Owner to review and discuss such change. Subcontractor shall only be entitled to appropriate additions or deletions for Owner directed Changed Work to the extent Contractor actually receives such additions or deletions from Owner. If Subcontractor disputes the addition or deletion, such dispute shall be resolved pursuant to Section 17 of other delay the agreement. 6.4 If Subcontractor provides a price for Changed Work within ten (10) days and Contractor and Subcontractor cannot agree on the amount of the addition or other impacts caused deduction, at Contractor’s option and written direction, Subcontractor shall nonetheless timely perform the Changed Work. The amount of the addition or deduction shall then be determined by or resulting from the change reasonable expenses and savings in the performance of the Changed Work, including the following: (a) Cost of material and equipment rental directly related to the Changed Work; (b) Cost of labor, including wages, payroll taxes, workers’ compensation premiums, and fringe benefits which are standard in the industry and properly allocable to the Changed Work, as validated by daily work reports for the Changed Work and verified by the Contractor’s Superintendent; (c) Cost of taxes, insurance and bond premiums directly related to the Changed Work; (d) Cost of sub-subcontractor’s work directly related to the Changed Work; (e) Additional compensation to Subcontractor of fifteen percent (15%) of the sum of Subclauses (a), (b), and (c) above, unless a different amount is required by the Prime Contract; and (f) Additional compensation to Subcontractor of five percent (5%) of Subclause (d) above, unless a different amount is required by the Prime Contract 6.5 When Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the Changed Work. 6.6 Payment for Changed Work shall be presented by the made in accordance with Section 5 of Subcontract Agreement (Exhibit A). 6.7 If 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, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the Subcontractor have a dispute about particular work being a change in the Work, Subcontractor shall timely perform the disputed work in accordance with the interpretation and which are not adjusted by Change Order direction of Contractor. If Subcontractor intends to submit a claim for the extent knowndisputed work, it shall be waivedgive prompt written notice to Contractor before proceeding with the disputed work. In addition, within ten (10) days after the disputed work is performed, Subcontractor shall submit its written claim for additional compensation for the disputed work to Contractor in sufficient detail for Contractor to make an evaluation of the merits of the claim and in the form described in Section 6.3. The Architect/Engineer shall have authority Subcontractor’s failure to make minor changes in the Work, not involving extra cost, and not inconsistent give written notice to Contractor before proceeding with the intent of disputed work or to submit the written claim within ten (10) days after the disputed work is performed, constitutes an agreement by Subcontractor that it will not be paid for the disputed work. 6.8 No change, alteration, modification or deviation from this Agreement, Contract Documents, but otherwisePrime Contract, except in an emergency endangering life or propertythe Plans and Specifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, Subcontractor shall make any 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 all changes in the Work work described in the Contract Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. If necessary, the contract price stated in Section 3 and the time for Subcontractor's performance shall be within adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the general scope of and be executed under changed work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the conditions amount of the Contractaddition to or deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, except Subcontractor shall nonetheless timely perform the work as changed by Contractor's written direction. Once Subcontractor receives Contractor's written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. Subcontractor shall not make any changes in the work described in Section 2 or in any way cause or allow that work to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any claim changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that he will not be paid for extension of time made necessary due to the change that changed work, even if he received verbal direction from Contractor or any claim form of direction, written or otherwise, from Owner or any other delay person or other impacts caused by entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or resulting in any way arising out of any such change he makes without written direction from the Contractor. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the Work work described in Section 2, Subcontractor shall timely perform the disputed work and may give written notice of a claim for additional compensation for that work. Such written notice of claim must be presented given within ten (10) days after such work is performed. Subcontractor's failure to give written notice within the ten (10) days constitutes an agreement by him that he will not be paid for the Contractor and adjusted by Change Order disputed work. No change, alteration, or modification 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 impactsdeviation from this Agreement, and any costs associated with extension of time, delay or 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. 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 otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this provision or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. SUBCONTRACTOR hereby agrees to make any and all changes, furnish the materials and perform the work that CONTRACTOR may require without nullifying this Agreement, at a reasonable addition to, or reduction from the Contract Price stated herein, and pro-rata to the same. All clauses of this contract shall apply to any changes or extras in a like manner and to the same extent as though said changes or extras were incorporated herein. SUBCONTRACTOR shall adhere strictly to the plans and specifications unless a change therefrom is authorized in writing. The Principal decision of CONTRACTOR and the Owner’s Representative may designateas to the true construction, meaning and intent of the Plans and Specifications shall be final and binding upon SUBCONTRACTOR. Under no conditions shall SUBCONTRACTOR make any changes, either as additions or deductions, without invalidating the Agreementwritten order of the, CONTRACTOR and with CONTRACTOR shall not pay any extra charges made by the approval SUBCONTRACTOR that have not been agreed upon in writing by CONTRACTOR: and, in no event, shall CONTRACTOR make payment for any such extra charges unless and until the CONTRACTOR itself receives payment from OWNER. SUBCONTRACTOR shall submit immediately to the CONTRACTOR written copies of State Buildings Program and the State Controller, may order extra Work or make changes with or without the consent his firm’s cost of the Contractor as hereafter provided, by altering, adding to or deducting from the Work, the Contract sum being adjusted accordingly. All such credit proposal for changes in the Work work. Disputed work shall be performed as ordered in writing by the CONTRACTOR and the proper cost or credit breakdowns therefore shall be submitted without delay by SUBCONTRACTOR to CONTRACTOR. Notice of any damage or of any additional cost which SUBCONTRACTOR claims is the responsibility of OWNER, ARCHITECT, CONTRACTOR or of any other SUBCONTRACTOR shall be filed in writing by SUBCONTRACTOR at CONTRACTOR’S home office, at the address set forth in the first paragraph of this agreement, 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 the change or any claim of other delay or other impacts caused by or resulting three days from the change in the Work commencement of any such alleged damage or additional cost and within fourteen days from such commencement, SUBCONTRACTOR shall be presented by the Contractor and adjusted by Change Order to the extent known at the time file with CONTRACTOR an itemized written accounting of such change is ordered and before proceeding with the extra damage or changed Workadditional cost. Any claims for extension of time or of delay or other impacts, and any costs associated with extension Unless filed within those specified periods of time, delay or 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. The Architect/Engineer CONTRACTOR shall have authority the right to make minor changes in consider the Workclaim waived by SUBCONTRACTOR without any further recourse to CONTRACTOR, not involving extra cost, and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life its Surety or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedagainst OWNER.

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, Subcontractor shall make any 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 all changes in the Work described in the Contract Documents and this Agreement as directed by Contractor in writing, including, without limitations, additions and/or deletions to Subcontractor’s scope of Work. Such change or written direction shall not invalidate this Agreement. If necessary, the Contract Price stated in Section 3 and the time for Subcontractor’s performance shall be within adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the general changed work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount of the addition to or deduction from the price or time in a form satisfactory to Contractor, demonstrating the hourly costs for labor, materials, and equipment involved in the change along with supporting documentation. If the Contract Documents call for a particular form or format to be used in identifying the costs involved in the change, Subcontractor agrees to use such form or format. Unless the Contract Documents provide otherwise, Subcontractor shall be entitled to a maximum markup for profit and overhead of 15% on Subcontractor’s actual cost of labor, 10% of Subcontractor’s actual cost of materials and, for work performed by lower-tier subcontractors, Subcontractor’s markup shall be a maximum of 10%. For deletions to the scope of Work, Subcontractor is not entitled to any compensation or damages including, without limitation, any lost profits or overhead with respect to the deletions of scope. If Contractor and be executed under Subcontractor cannot agree on the conditions amount of the Contractaddition or deletion, except Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. Subcontractor will abide by the terms of Contractor’s Billing Procedures which are incorporated by reference herein as though fully set forth. Subcontractor agrees to use Contractor’s Payment Application form and that no payment for changes shall be due until Subcontractor provides the forms and format set forth above, with supporting documentation, and a change order has been issued by Contractor. Subcontractor shall not ▇▇▇▇ for unapproved changes but may list unapproved changes in the “pending” column on the Payment Application. Subcontractor shall not make any claim for extension of time made necessary due changes to the Work described in Section 2 or in any way cause or allow that Work to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that it will not be paid or given a time extension for that changed work, even if it received verbal direction from Contractor or any claim form of direction, written or otherwise, from Owner or any other delay person or other impacts caused by entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or resulting in any way arising out of any such change it makes without written direction from the Contractor. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the Work work described in Section 2, Subcontractor shall be presented timely perform the disputed work. Any and all claims for compensation or time extension require written notice to Contractor of the nature and extent of the claim within five (5) days of the event giving rise to claim unless a shorter time period is required by the Prime Contract, in which case Subcontractor shall provide notification within a sufficient time to allow Contractor and adjusted by Change Order to provide the required notice to the extent known at Owner under the time such change is ordered and Prime Contract. Subcontractor’s failure either to give the written notice before proceeding with the extra work or changed Workto submit the written claim as specified herein constitutes an agreement by it that it will not be paid or given a time extension. Any claims for extension of time No change, alteration, or of delay modification to or other impactsdeviation from this Agreement, and any costs associated with extension of time, delay or 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. 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 otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate1. Under no conditions shall Subcontractor make any changes, either as additions or deletions, without invalidating the Agreement, and with the approval of State Buildings Program and the State Controller, may written order extra Work or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting direction from the Work, the Contract sum being adjusted accordinglyGeneral Contractor. All such changes in the Work General Contractor shall be within the general scope of and be executed under the conditions of the Contract, except that not pay any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the change in the Work shall be presented extra charges requested by the Contractor and adjusted Subcontractor that have not been agreed upon in writing by Change Order to the extent known at General Contractor. If 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 impactsSubcontractor initiates an unauthorized substitution, and any costs associated with extension of time, delay or 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. 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 extra Work deviation or change in the Contract Documents work that affects the work or expense of other trades, Subcontractor shall be liable for the associated expenses. 2. In the event that a potential change or extra work is recognized, General Contractor will request the Subcontractor to submit a proposal, which Subcontractor shall provide within five (5) days of the General Contractor's request, unless extended by mutual written agreement. Subcontractor shall not proceed with a change or extra work unless it first has a specific Potential Change Item (PCI) control number issued by the General Contractor. Without this specific PCI control number any change or extra work will NOT be compensated, regardless of merit. The proposal must reference this specific PCI control number in order to be reviewed. The proposal shall include a breakdown which includes quantities of various materials, hours of labor required with respect to each class of work, items subcontracted, and individual line items for overhead and profit. Deductions in work scope to be priced similarly to additions. Lump sum pricing for changes or extra work without a breakdown will NOT be accepted. Failure to provide pricing within the required timeframe will be the Subcontractor's agreement of no additional cost or time for the change or extra work. If the proposed change or extra work has any time impact in the opinion of the Subcontractor, the Subcontractor shall include a time extension request with substantiation in the Subcontractor's proposal, or it will be conclusively agreed that there are no such schedule- related impacts. 3. In the event the Subcontractor performs authorized work as directed by General Contractor on a time and materials (T&M) basis, Subcontractor shall furnish to the General Contractor on a daily basis all timesheets, material tickets, and listing of any other items for which compensation is requested for General Contractor's review and approval. All items must be listed on the document at the time of General ▇▇▇▇▇▇▇▇▇▇'s signature. Signed T&M documents do not constitute an approved change order. They are only verification of the work. Copies of these signed documents must be included as back-up for the change order request, which must be submitted no later than five (5) days after the conclusion of the T&M work. Any costs not submitted for approval pursuant to these requirements will not be compensated. 4. In the event General Contractor and Subcontractor cannot agree on whether or not the work is changed or extra work, or on the value of or time impact as a result of changed or extra work, or if Subcontractor is directed to proceed with changed or extra work prior to issuance of a change order, Subcontractor shall proceed with and timely prosecute the work as directed by General Contractor. Upon receipt of this direction, the Subcontractor shall diligently perform the work without disruption or delay. Disputes will be resolved pursuant to this Agreement. 5. Unless otherwise provided in the Prime Contract, the Subcontractor's mark-up for overhead and profit on changed or extra work performed shall not exceed those indicated in the Work Order. Labor rates used must be justified, including a detailed breakdown of burden, benefits, insurance, and payroll taxes. Subcontractor agrees to give General Contractor access to his certified payroll records to confirm actual pay rates. 6. By executing a Change Order, Subcontractor agrees that the compensation in both time and amount is in full, and is inclusive of any inefficiency, delays, extended overhead, lost productivity, or any other direct or indirect impacts. Failure to promptly return (no later than 14 days from the date of issuance) the executed Subcontract Change Order may result in withholding of progress payments for the changed work, in General Contractor's sole discretion. 7. In the event that General Contractor directs Subcontractor to work overtime at the General Contractor's expense, Subcontractor agrees to perform such work and shall be reimbursed only for the difference between regular time and overtime rates and the related payroll taxes, insurance, and benefits. Subcontractor shall not be compensated for inefficiencies or declines in productivity. Nothing herein shall be construed to obligate General Contractor to pay for any overtime work it has not been approved in writing, or for any overtime work caused by the failure of Subcontractor to provide sufficient manpower or otherwise maintain the progress of the work. 8. In the event of any dispute, controversy, or claim for additional compensation or time extension, Subcontractor shall provide the General Contractor with written notice no later than five (5) days from the occurrence of the event on which the claim is made. Such notice shall include but not be limited to a statement of the extent of the time extension and additional compensation requested along with detailed support. Such notice shall describe the claim in detail so as to allow General Contractor to fully evaluate its merits. Any claim not presented within stated time period shall be considered waived by Subcontractor. 9. In the event that a change is made or extra work is required by the Owner or its agents, and the resulting Subcontractor's change request meets the merit and timeliness requirement set forth in the Prime Contract, the General Contractor will present it to the Owner. The decision of the Owner shall be final and binding upon the Subcontractor to the same extent that it is final and binding on the General Contractor. 10. No claims for additional compensation or damages for delays, whether caused in whole or in part by any conduct on the part of General Contractor, including, but not limited to, conduct amounting to a breach of the Subcontract, or delays by other subcontractors or Owner, shall be recoverable from General Contractor, and the extension of time for completion of Subcontractor's work shall be the sole remedy available to Subcontractor; provided, however, that in the event General Contractor obtains additional compensation from Owner on account of delays for which Subcontractor has made a claim in compliance with the requirements of the Subcontract, Subcontractor shall be entitled to such portion of the additional compensation so received by General Contractor from Owner as is equitable under the circumstances. In the event that General Contractor prosecutes a claim against Owner for additional compensation for any delay which includes a pass-through delay claim by Subcontractor, Subcontractor shall cooperate fully with General Contractor in the prosecution thereof and shall pay costs and expenses incurred in connection therewith. Nothing herein shall require the General Contractor to pursue a pass-through delay claim by Subcontractor, which determination shall be made unless by 1) in General Contractor's sole discretion. 11. Subcontractor cannot submit a written payment request for changed or extra work until a Change Order, approved Order for the work has been executed by the Principal Representative, State Buildings Program, General Contractor and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedSubcontractor.

Changes in the Work. § 7.1 The Principal Representative Owner may designatemake changes in the Work by issuing Modifications to the Prime Contract, as defined in a Work Order. Upon receipt of a Modification to the Prime Contract, as defined in a Work Order, issued after the execution of a Work Order, the Contractor shall promptly notify the Subcontractor of such Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform Work that would be inconsistent with the changes made by the Modification to the Prime Contract, as defined in a Work Order. § 7.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating the AgreementSubcontract, and with the approval of State Buildings Program and the State Controller, may order extra Work or to 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 the Subcontract consisting of additions, deletions, or other revisions, including those required by Modifications to the Prime Contract, as defined in a Work Order, issued after the execution of a Work Order, with the Subcontract Sum and be executed the Subcontract Time adjusted accordingly. The Subcontractor, prior to the commencement of such changed or revised Work, shall submit promptly to the Contractor written copies of a Claim for adjustment to the Subcontract Sum and Subcontract Time for such revised Work in a manner consistent with requirements of the Subcontract Documents. § 7.3 The Subcontractor shall make all Claims promptly to the Contractor for additional cost, extensions of time, and damages for delays, or other causes in accordance with the Subcontract Documents. A Claim which will affect or become part of a Claim which the Contractor is required to make under the conditions Prime Contract, as defined in a Work Order, within a specified time period or in a specified manner shall be made in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the change as defined in the a Work Order. Such Claims shall be presented received by the Contractor and adjusted not less than two working days preceding the time by Change Order which the Contractor’s Claim must be made. Failure of the Subcontractor to make such a timely Claim shall bind the Subcontractor to the extent known at same consequences as those to which the time such change Contractor is ordered and before proceeding with the bound. § 7.4 Subcontractor shall perform no work for which it claims extra or changed Work. Any claims for extension of time or compensation without first receiving written directives from Contractor to proceed. Failure to obtain such written directives shall constitute an absolute waiver of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedclaim.

Changes in the Work. 18.1 The Principal Representative may designate, without invalidating the Agreement, and with the approval of State Buildings Program and the State Controller, Prime Contractor may order extra changes in the Work consisting of additions, deletions or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the Workmodifications, the Contract sum Sum and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized in writing signed by the Prime Contractor and presented to the Subcontractor. 18.2 When change order pricing requests are made of the Subcontractor, the Subcontractor has, at most, seven calendar days (or three days less than the time period required by the contract documents, whichever is less) from the time of receipt of the pricing request to deliver a written response to the Prime Contractor. Response shall be a written quote on the form provided by the Prime Contractor, including a complete breakdown of labor (number of hours, rate, etc.), material (list and price, and supplier quote sheets, if required), and ▇▇▇▇-up. Failure to respond with a detailed breakdown within the general time limits set forth above will be interpreted as a no cost change quote. If directed to proceed by the Prime Contractor, the change order work will be done by the subcontractor with no additional compensation. On credit change order pricing, if the Subcontractor fails to respond within the required time, the Prime Contractor will negotiate pricing with the owner/architect, and the amount will be deducted from the Subcontractor's contract. If the Subcontractor does any work he believes is outside of the subcontract agreement scope, he must receive written direction from the Prime Contractor before proceeding, or he gives up any claim to additional compensation or time extensions. 18.3 The Contract Sum and the Contract Time may be changed only by written change order from the Prime Contractor, if the Subcontractor proceeds with work outside the scope of and be executed under the conditions of the Contract, except that any claim for extension of time made necessary due to the Work described in this Subcontract Agreement without a written change or any claim of other delay or other impacts caused by or resulting order from the change Prime Contractor, Subcontractor does so at its sole and exclusive risk and expense. 18.4 In emergency situations, the project superintendent appointed by the Prime Contractor may authorize changes in the Work shall by written change orders not signed by the Prime Contractor. 18.5 On any "Time and Material" work authorized in writing by the Prime Contractor, all potential changes must be presented to and signed off by the Contractor and adjusted by Change Order Prime Contractor's jobsite superintendent on a daily basis. A copy of the signed document must be given to the extent known superintendent at the time such change of signing. Failure to strictly follow this procedure will forfeit any payment to the Subcontractor. 18.6 Often our superintendents are requested to sign Subcontractor's work ticket or similar work orders. It is ordered and before proceeding with expressly understood by the subcontractor that this Signature by the Prime Contractor's superintendent or representative on a Subcontractor's work ticket or similar work order is not an acknowledgment or agreement that the work is considered an extra or changed Workchange order to the contract. The signature only generally verifies that the work was done. 18.7 Unless otherwise specified, the overhead and profit ▇▇▇▇-up on any extra work will be no more than 10%. Any claims for extension of office costs and/or project management time or of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change is included in the Work▇▇▇▇-up. When the ▇▇▇▇-up on changes is a percentage to be shared between the Prime and the Subcontractor, and which are not adjusted by Change Order to the extent known, Prime's portion shall be waived. The Architect/Engineer 2/3 and the Subcontractor's shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent be 1/3 of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedtotal percentage ▇▇▇▇-up.

Changes in the Work. The Principal Representative may designate10.1. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Construction Manager 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 Manager for any increased compensation without invalidating such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 10.2. A Change Order, in the form attached as Exhibit G to this Agreement, shall be prepared by the Construction Manager, reviewed by Design Professional and with Owner, and executed promptly by the approval of State Buildings Program parties after an agreement is reached between Construction Manager and Owner concerning the State Controllerrequested changes. Construction 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 Manager shall mutually agree. 10.3. If Owner and Construction Manager are unable to agree on a Change Order for the requested change, may order extra Construction Manager shall, nevertheless, promptly perform the change as directed by Owner in a written Work or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the WorkDirective Change. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Manager disagrees with Owner' s adjustment determination, Construction Manager must make a claim pursuant to Section 11 of these General Conditions or else be deemed to have waived any claim it might otherwise have had on that matter. 10.4. In the event a requested change is approved by Owner which results in an increase to the Contract Amount, a Change Order shall be issued which increases the GMP by the amount of the Construction Manager' s actual and reasonable direct Cost of the Work. In the event such change Work is performed by a subcontractor, a maximum ten percent (10%) markup for all overhead and profit for all subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted. Construction Manager 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 Manager the total Cost of the Work has been increased by approved Change Orders in an amount causing the GMP originally set by Construction Manager and Owner to be exceeded by $10,000, Construction Manager shall be entitled to an increase to the Construction Management Fee in the amount of eight percent (8%) of the amount exceeding the sum being adjusted accordinglyof $10,000.00 and the GMP. 10.5. All such Owner shall have the right to conduct an audit of Construction Manager' s books and records to verify the accuracy of Construction Manager' s claim with respect to Construction Manager' s costs associated with any Change Order. 10.6. Design Professional shall have authority to order minor 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 not involving an adjustment to the change Contract Amount 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 an extension 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, Contract Time and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents . Such changes may be effected by written order issued by Design Professional. Such changes shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedbinding on Construction Manager.

Changes in the Work. The Principal Representative may designate, without Without invalidating the AgreementWork Contract, and with the approval of State Buildings Program and the State ControllerOwner can order modifications, may order extra Work additions, deletions, 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 other changes in the Work shall be within after the general scope of and be executed under the conditions date of the Work Contract Form with adjustments to the Contract Sum and Contract Time if appropriate under this Article 7. No change in the Work, however, will be incorporated into the Work until approved by Owner in writing in accordance with the procedures set forth in this Article. Contractor will not be entitled to an increase in the Contract Sum or extension of the Contract Time for furnishing labor, materials, equipment, services, or other items that are not required by the Work Contract, except as amended in accordance with this Article. The Contract Sum and Contract Time can only be adjusted by written Change Order. A Change Order is a written instrument, the form of which is attached hereto as Exhibit B, signed by Contractor and Owner that any claim for extension incorporates into the Work Contract one or more Potential Change Orders approved in accordance with this Article. A Change Order signed by Owner and Contractor constitutes a final settlement of time made necessary due all matters relating to the changes in the Work that are the subject of the Change Order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Sum and Contract Time, unless specifically noted otherwise in the Change Order. A Potential Change Order is a written instrument prepared by Contractor for the approval of Owner. Each Potential Change Order must be a complete statement of the proposed (i) change in the Work, (ii) amount of adjustment, if any, to Contract Sum, and (iii) extent of the adjustment, if any, in the Contract Time. Whenever Contractor becomes aware of changes, concealed or unforeseen conditions, or other circumstances that will change or any claim of other delay or other impacts caused by or resulting from the may lead to a change in the Work shall be presented by or for any reason warrant adjustments to the Contract Sum or Contract Time, Contractor must promptly notify Owner in writing of the circumstances and adjusted by submit a Potential Change Order within ten (10) days. The Potential Change Order must specify in detail the basis for the request and include itemized estimates of costs and delay, documentation related to the extent known at reasons for the time such request, and documentation supporting any requested adjustments to the Contract Sum or Contract Time. Upon Owner’s approval of a Potential Change Order, a Change Order must be signed to incorporate the change is ordered into the Work Contract. If, prior to a fully signed Change Order, Owner specifically orders Contractor in writing to promptly proceed with a proposed change in the Work to prevent delay in the Work, Contractor will confirm the order and before proceeding directives in writing and proceed with the extra change. In an emergency affecting safety of persons or changed Workproperty, Contractor will promptly act in a reasonable manner to prevent threatened damage, injury, or loss and timely thereafter submit a Potential Change Order for the costs incurred by Contractor due to the action in accordance with this Article. Any claims for extension of time or of delay or other impactsUnless otherwise agreed, all adjustments to the Contract Sum will be determined based on net reasonable costs saved and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with incurred due to the change in the Work, plus or minus amounts for overhead and which are profit. Contractor and each entity performing a portion of the Work affected by the change must furnish an itemized estimate and retain, in such form and detail as Owner prescribes, an itemized accounting of actual costs incurred and saved together with appropriate supporting data. The estimates and accountings must separately itemize overhead and profit, general conditions, allowances, each trade and service, labor, materials, equipment, and all agreements to furnish any significant portion of the change in the Work and provide detail with respect to quantities, labor hours and rates, taxes, insurance, etc. The amounts allowed for overhead and profit combined shall not adjusted exceed (i) ten percent (10%) with respect to work performed by any entity’s own forces or (ii) five percent (5%) with respect to work performed by subcontractors, sub-subcontractors, and consultants. To the extent Owner and Contractor cannot reach agreement with respect to changes in the Work or a pending Potential Change Order to or any other request for an adjustment in the extent knownContract Sum or Contract Time, shall a Claim must be waivedmade in accordance with the applicable provisions of Article 11. The Architect/Engineer shall have authority Pending resolution or agreement, Contractor will proceed diligently with performance of the Work Contract and Owner will continue to make minor payments in accordance with the Work Contract, including payments of amounts not in dispute for 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.

Changes in the Work. The Principal Representative Subcontractor ▇▇▇▇▇▇ agrees to make any and all changes, furnish the materials and perform the work that Contractor may designaterequire, without invalidating the nullifying this Agreement, at a reasonable addition to, or reduction from, the Contract Price stated herein, and with pro rata to the approval of State Buildings Program same. Subcontractor shall adhere strictly to the plans and the State Controllerspecifications unless a change there from is authorized in writing. Under no conditions shall Subcontractor make any changes, may order extra Work either as additions or make changes with or deductions, without the consent written order of the Contractor as hereafter providedand Contractor shall not pay any extra charges made by the Subcontractor that have not been agreed upon in writing by Contractor; and, by alteringin no event, adding shall Contractor make payment for any such extra charges unless and until the Contractor itself receives payment from Owner. Subcontractor shall submit immediately to the Contractor written copies of his firm’s cost or deducting from the Work, the Contract sum being adjusted accordingly. All such credit proposal for changes in the Work work . Any modification in the compensation or time (if any) stated in a Subcontract Change Order shall be within unequivocally comprise the general scope of total compensation and/or time adjustment due or owed by Contractor to Subcontractor for the work and be executed changes defined therein, and shall represent full and final compensation for all increases or decreases in direct, indirect and consequential costs, overhead, profit and time required to perform the entire work under the conditions of the Contract, except that any claim for extension of time made necessary due to the change this Agreement arising directly or any claim of other delay or other impacts caused by or resulting indirectly from the change in work and changes defined therein, including additional and/or extended overheads, delay, acceleration, loss of momentum and cumulative impacts of all other non -affected work under this Agreement . If 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 impactsSubcontractor initiates a substitution, and any costs associated with extension of timedeviation, delay or 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. 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 extra Work or change in the Contract Documents work, which affects the scope of the work or the expense of other trades, Subcontractor shall be liable for the expense thereof. No change, alteration or modification in or deviations from this Agreement or the plans or specifications, whether made unless by 1) a written Change Orderin the manner herein provided or not, approved by shall release or exonerate, in whole or in part any surety on any bond given in connection with this Agreement and neither Owner nor Contractor shall be under any obligation to notify the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; surety or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing sureties of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered.

Changes in the Work. The Principal Representative Contractor may designateat any time, without invalidating the Agreementby written change order signed by Contractor’s Project Manager only, and with the approval of State Buildings Program and the State Controllerwithout notice to any surety who issued a Subcontractor bond, 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 hereof. If such changes cause an increase or decrease in the cost of and the Work or in the required time for its performance, an equitable adjustment shall be executed under made subject to the conditions of this Paragraph. If Contractor and Subcontractor cannot agree on the Contractcost or time of performance for the change order work, except or if Contractor or Owner disagrees that any work is change work, Subcontractor shall nevertheless timely perform the disputed work as directed by Contractor. No increase in compensation or extension of time for performance shall be allowed unless Subcontractor makes application therefor, in writing, to Contractor within seven (7) days from the date on which Subcontractor receives a notification of change, (or three days prior to the time within which Contractor must submit a change order request or quotation to Owner pursuant to the Prime Contract Documents, whichever is earlier). Subcontractor’s application must include a detailed breakdown of all costs and any schedule delays associated with the change. Contractor shall have the right to, but is not obligated to, audit any information submitted by Subcontractor in connection with such application. If Subcontractor does not submit an application in this time period, due to the substantial prejudice sustained by Contractor as a consequence of Subcontractor’s failure to submit a timely written application, Subcontractor shall be deemed to waive and release any claim for extension of additional compensation or additional time made necessary due for such change. The Contractor will quote the Owner accordingly and Subcontractor will be responsible to perform the changes defined in the change order with no adjustment to Subcontractor’s compensation or time required for the performance of the Work. To the maximum extent allowed by law, Contractor’s obligation to Subcontractor for any claim delay, disruption, loss of other delay productivity, interference, acceleration or other impacts caused by or damages resulting from the change or arising out of any cause beyond Contractor’s reasonable control, including but not limited to acts or omissions by Owner, Architect, third party utilities, governmental and regulatory authorities or force majeure, is limited to paying to Subcontractor its proportionate share of any amounts which Owner pays to Contractor as a result of such claim, subject to any offset for Contractor’s costs and expenses incurred in the presenting such claim to Owner and Subcontractor waives and releases any claims beyond such share received by Contractor. Any disputed Work must be tracked and submitted to Contractor on a daily basis. Failure to provide time and material tickets on a daily basis shall be presented deemed an agreement by the Subcontractor that Work performed that day is not recoverable from Contractor and adjusted Subcontractor waives any and all rights to additional compensation therefrom. Any signature by Change Order to the extent known at Contractor employee on a time and material daily ticket shall mean Contractor is acknowledging receipt of the time and material ticket only, and such change signature is ordered and before proceeding with the extra or changed Work. Any claims for extension of not an admission that Contractor is accepting any such time or of delay cost as extra work or other impacts, and any costs that the cost associated with extension of time, delay such time or 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. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedmaterial is due Subcontractor.

Changes in the Work. 4.1 The Principal Representative Contractor may designateadd to or deduct from the Subcontractor’s Work, without invalidating and any changes so made in the amount of Work involved, or any other parts of this Agreement, shall be by a written amendment setting forth a detailed description and value of the changes involved, which shall be mutually agreed upon between the Contractor and Subcontractor. In the absence of such agreement, the Subcontractor shall proceed with the approval changed work when so ordered in writing by the Contractor so as not to delay the progress of State Buildings Program the changed work or the Subcontractor’s Work, and pending any determination of the State Controllervalue of the changed work, may unless Contractor first requests a proposal of cost before the changes are effected. If the Contractor requests a proposal of cost for a change, the Subcontractor shall promptly comply with such request. 4.2 Subcontractor shall be entitled to receive no extra compensation for extra work or materials or changes of any kind absent a change order issued in writing by the Contractor. The Subcontractor shall be responsible for any costs incurred by the Contractor for changes of any kind made by the Subcontractor that increase the cost of the work for either the Contractor or other subcontractors when the Subcontractor proceeds with such changes without a written order therefore. Accordingly, no course of conduct between the parties shall serve as the basis for additional compensation. Similarly, Subcontractor shall not make any claim for unjust enrichment for any claimed additional work. 4.3 The Subcontractor shall make no claim for additional services rendered or materials furnished by the Subcontractor to the Contractor unless notice is given to the Contractor prior to the furnishing of any of the services or material. Contractor must approve all change orders in writing before the changed or extra Work work is performed. No additional payment or make time will be granted for any changes with performed by the Subcontractor that have not been ordered by Contractor or agreed to by the parties. Subcontractor shall not deviate from the plans and specifications or substitute materials (including “or equal” materials) without the consent issuance of a written change order by Contractor. Pricing on Time and Material Change Orders will be as follows: Material Actual costs incurred. Supplier invoices must be provided. Final pricing on Time & Material Change Orders must be received within 10 days of completion of the extra work. Failure to submit final pricing within this time frame shall waive Subcontractor’s right to such claims. 4.4 Subcontractor shall give Contractor as hereafter providedwritten notice of all claims affecting or relating to the Subcontract Price for which the Owner is or may be liable under the Contract Documents no later than 48 hours after Subcontractor’s first observance of the facts giving rise to the claim, or, if sooner, within the time limits provided in the Contract Documents for like claims by alteringContractor upon the Owner and in sufficient time for Contractor to initiate such claims against the Owner in accordance with the Contract Documents. The claim shall proceed in the manner provided in the Contract Documents and Subcontractor shall be responsible for substantiating a claim submitted to the Owner on Subcontractor’s behalf. Subcontractor shall be responsible for all costs, adding expenses, and attorney fees incurred by it and by Contractor relating to or deducting from the Workclaim. 4.5 Any notice of a claim by the Subcontractor shall detail the amounts claimed and provide all information necessary to permit timely and appropriate evaluation of the claim, the determination of responsibility, and any remaining opportunity for mitigation. If the Subcontractor is unable to calculate any amount claimed in detail or provide other required information, the Subcontractor shall use all commercially reasonable efforts to provide an estimate of such amount or such information. 4.6 If Subcontractor is delayed, obstructed, hindered, or interfered with in a critical element of the Subcontract Work by any cause beyond Subcontractor’s reasonable control and not due to the fault of Subcontractor, its officers, agents, employees, lower tier subcontractors, or suppliers, then (A) Subcontractor shall be entitled to an extension of time for a period equivalent to the time lost by reason of such causes, but only if (1) Subcontractor gives Contractor notice in writing of such delay, obstruction, hindrance, or interference within 48 hours of Subcontractor’s first observance of the facts giving rise thereto, (2) Subcontractor demonstrates that it could not have anticipated or avoided such delay, obstruction, hindrance, or interference and has used all available means to minimize the consequences thereof, and (3) the Owner grants Contractor an extension of time for the performance of the Subcontract Work; and (B) Subcontractor shall be entitled to an adjustment in the Subcontract Price to the extent provided in this Section 4. Subcontractor shall only receive an extension of time for the performance of the Subcontract Work to the extent that the Owner grants Contractor an extension of time for the performance of the Subcontract Work. 4.7 Subcontractor shall not be entitled to nor claim any cost reimbursement, compensation, or damages (A) attributable to delay, obstruction, hindrance, or interference to Subcontract Work as set forth in Section 4.5, or (B) on account of any claim for which the Owner is or may be liable under the Contract sum being adjusted accordinglyDocuments as set forth in Section 4.4, except to the extent that Contractor is entitled to a corresponding cost reimbursement, compensation, or damages from Owner under the Contract Documents on account thereof, and then only to the extent of the amount, if any, that Contractor on behalf of Subcontractor actually receives from Owner on account thereof, less any costs, expenses and attorney fees incurred by Contractor. Nothing in this Subcontract precludes Subcontractor’s recovery of damages for delay or to constitute a waiver of Subcontractor’s right to recover damages for delay. 4.8 Subcontractor shall give Contractor written notice of all claims affecting or relating to the Subcontract Work not addressed above within 48 hours of Subcontractor’s first observance of the facts giving rise to the claim. All such changes claims shall be resolved in the Work shall be manner provided in Section 10 (“Claims & Damages”). 4.9 Subcontractor’s failure to assert a claim in the manner and within the general scope of and be executed under the conditions time provided for in this Section constitutes a complete waiver of the Contractclaim. 4.10 Notwithstanding any other provision, except that any claim if the Work for extension of time made necessary due which the Subcontractor claims extra compensation is determined by the Owner or Architect/Engineer not to entitle the Contractor to a Change Order or extra compensation, then the Contractor shall not be liable to the change or Subcontractor for any claim of other delay or other impacts caused by or resulting from the change extra compensation for such Work, unless Contractor agreed in the writing to such extra compensation. 4.11 A Work shall be presented Directive is a written order issued 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, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change in the Work, and which are not adjusted by Change Order Subcontractor relating to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor changes in the Work, Subcontractor’s Work but not involving extra cost, adjustment of the Subcontract sum or schedule and not inconsistent with the intent of the Contract Documents. The Subcontractor shall promptly carry out each Work Directive regardless of whether the Subcontractor agrees that the order does not involve adjustment of the Subcontract sum or schedule. If the Subcontractor reasonably believes that it should be entitled to an adjustment of the Subcontract sum or schedule, but otherwiseor both, except in an emergency endangering life or propertyon account of a Work Directive, no extra Work or change in the Contract Documents Subcontractor, within three days after receiving the order, shall be made unless by 1) a give the Contractor written Change Order, approved by notice of the Principal Representative, State Buildings Program, Subcontractor’s position and the State Controller prior to proceeding shall proceed with the changed Work; or 2) by an Emergency Field subject Work without first receiving a Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted related to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedit.

Changes in the Work. 5.1 The Principal Representative Owner 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 by issuing Modifications to the Prime Contract. Upon receipt of such a Modification issued subsequent to the execution of the Subcontract, the Contractor shall promptly notify the Subcontractor of the Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make changes in the Work within the general scope of this Subcontract consisting of additions, deletions or other revisions, including those required by Modifications to the Prime Contract issued subsequent to the execution of this Agreement, the Subcontract Sum and the Subcontract Time being adjusted where applicable. Additional award of Subcontract Time and Subcontract Sum shall only be made upon a fully executed under Change Order. The parties expressly acknowledge and represent that no communications or course of dealing between them by any person, whether written, oral, or otherwise, will alter this contractual requirement in any way. In this regard, and absent a fully executed Change Order, the conditions Contractor may, in its sole discretion and at any time, rightfully and without prejudice or liability to the Contractor, reevaluate any previous acknowledgement of extra Work and/or agreement to award additional Subcontract Time or Subcontract Sum for the Contractsame. The Subcontractor, except that any prior to the commencement of such changed or revised Work, shall submit promptly to the Contractor written copies of a claim for extension of time made necessary due adjustment to the change or any claim of other delay or other impacts caused by or resulting from the change Subcontract Sum and Subcontract Time for such revised Work 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 a manner consistent with the extra or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent requirements of the Contract Documents, but otherwisein accordance with the Change Estimate/Change Order Procedure set forth in Exhibit E, except in an emergency endangering life or property, no extra Work or change in and within the time frame required by the Contract Documents and in no event greater than five (5) calendar days after Subcontractor knows or should have known of the claim or request for a change proposal. Failure to respond within such time period shall be deemed a waiver by the Subcontractor for any compensation or additional time associated with that claim or request for change proposal. 5.3 The Subcontractor shall make all claims promptly to the Contractor for additional cost, extensions of time and damages for delays or other causes in accordance with the Contract Documents and in no event greater than five (5) days after Subcontractor knows or should have known of the claim. A claim which will affect or become part of a claim which the Contractor is required to make under the Prime Contract within a specified time period or in a specified manner shall be made unless by 1in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract and in no event greater than five (5) days after Subcontractor knows or should have known of the claim. Failure of the Subcontractor to make such a claim timely shall bind the Subcontractor to the same consequences as those to which the Contractor is bound. 5.4 Any written Change Order, approved request by the Principal Representative, State Buildings Program, and Subcontractor to the State Controller prior Contractor for an increase in the subcontract price shall be responded to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided Contractor within the time frames stated in Article 35CM.G.L. c. 149, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordered§ 29(E)(d).

Changes in the Work. The Principal Representative Subcontractor may designatebe ordered by the Contractor, without invalidating the Agreementthis Subcontract, and with the approval of State Buildings Program and the State Controller, may order extra Work or to 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 such Subcontract consisting of additions, deletions, or other revisions. The Contract Sum and the Contract Time for such revised Work shall be executed under adjusted in a manner consistent with the conditions Contract Documents. Subcontractor, prior to the commencement of the Contractsuch changed or revised Work, except that shall submit promptly to Contractor written copies of any claim for extension of time made necessary due adjustment to the Contract Sum or Contract Time for such revised Work. No alteration, addition, omission, or 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, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change made in the Work, and which are not adjusted by Change Order to except upon the extent known, shall be waivedwritten change order of Contractor. 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 Any change or property, no extra Work or change adjustment in the Contract Documents Sum or schedule by virtue of such change order shall be made unless specifically stated in said change order. Prior to the issuance of any change order, Subcontractor shall furnish to Contractor a detailed breakdown showing the difference in the schedule and in the value of the work, labor, services, and materials, altered, added, omitted, or changed by 1) the proposed change order. Unless and until Contractor approves the proposed change order in writing, Subcontractor shall be under no duty or obligation to perform or carry out such proposed change order and Contractor shall be under no duty, obligation, or liability to pay any increase in the Contract Sum or provide additional contract time as a result of such proposed change order. If an agreement as to the amount or other term of a change order cannot be reached, Contractor may issue a written Change Orderdirective to Subcontractor that Subcontractor is to perform the work as detailed within the written directive. Subcontractor shall be compensated, approved by upon the Principal Representativeproduction of adequate evidence in a form acceptable to Contractor for the direct labor and material costs, State Buildings Programplus 10% overhead and profit, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided incurred in the encumbered contract amount, execution of the Contract sum being later adjusted to decrease work detailed in the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedwritten directive.

Changes in the Work. § 5.1 The Principal Representative Owner or Contractor 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 by issuing Modifications. Upon receipt of a Modification by Owner to the Prime Contract issued subsequent to the execution of this Agreement, the Contractor shall promptly notify the Subcontractor of such Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform Work that would be inconsistent with the changes made by the Modification to the Prime Contract. § 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make changes in the Work within the general scope of this Subcontract consisting of additions, deletions, or other revisions, including those required by Modifications to the Prime Contract issued subsequent to the execution of this Agreement, with the Subcontract Sum and the Subcontract Time adjusted accordingly. The Subcontractor, prior to the commencement of such changed or revised Work, shall submit promptly to the Contractor written copies of a Claim for adjustment to the Subcontract Sum and Subcontract Time for such revised Work in a manner consistent § 5.2.1 All time and material authorizations for changes in the work must be executed signed on a daily basis or no later than 10:00 AM the following day by a Contractor’s authorized representative for verification of work hours and materials expended. A signature shall only constitute verification and shall not be construed as an approval for payment. § 5.2.2 Adjustments made to the Prime Contract shall represent total compensation due in accordance with Sections § 5.3 The Subcontractor shall make all Claims promptly to the Contractor for additional cost, extensions of time and damages for delays, or other causes in accordance with the Subcontract Documents, but in no event more than fourteen (14) calendar days after knowledge of the event or cause giving rise to the claim unless a shorter time is required by the Prime Contract. A Claim which will affect or become part of a Claim which the Contractor is required to make under the conditions Prime Contract within a specified time period or in a specified manner shall be made in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the change in the Work shall . Such Claims must be presented received by the Contractor and adjusted not less than five (5) working days preceding the time by Change Order which the Contractor’s Claim must be made. Failure of the Subcontractor to make such a timely Claim shall bind the Subcontractor to the extent known at same consequences as those to which the time such change Contractor is ordered and before proceeding with the extra or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedbound.

Changes in the Work. The Principal Representative may designateSubcontractor shall make any and all changes in the work described in the Contract Documents and this Agreement as directed by Contractor in writing, including, without invalidating the limitations, additions and/or deletions to Subcontractor’s scope of Work. Such change or written direction shall not invalidate this 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. If necessary, the Contract sum being Price stated in Section 3 and the time for Subcontractor’s performance shall be adjusted accordinglyby appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. All Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount of the addition to or deduction from the price or time in a form satisfactory to Contractor, demonstrating the hourly costs for labor, materials, and equipment involved in the change along with supporting documentation. If the Contract Documents call for a particular form or format to be used in identifying the costs involved in the change, Subcontractor agrees to use such form or format. Unless the Contract Documents provide otherwise, Subcontractor shall be entitled to a maximum markup for profit and overhead of 15% on Subcontractor’s actual cost of labor, 10% of Subcontractor’s actual cost of materials and, for work performed by lower-tier subcontractors, Subcontractor’s markup shall be a maximum of 10%. For deletions to the scope of Work, Subcontractor is not entitled to any compensation or damages including, without limitation, any lost profits or overhead with respect to the deletions of scope. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. Subcontractor will abide by the terms of Contractor’s Billing Procedures which are incorporated by reference herein as though fully set forth. Subcontractor agrees to use Contractor’s Payment Application form and that no payment for changes shall be due until Subcontractor provides the forms and format set forth above, with supporting documentation, and a change order has been issued by Contractor. Subcontractor shall not ▇▇▇▇ for unapproved changes but may list unapproved changes in the Work “pending” column on the Payment Application. Subcontractor shall not make any changes to the work described in Section 2 or in any way cause or allow that work to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that it will not be paid for that changed work, even if it received verbal direction from Contractor or any form of direction, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be within the general scope liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such change it makes without written direction from Contractor. If a dispute arises between Contractor and be executed under the conditions of the Contract, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the Subcontractor about whether particular work is a change in the Work work described in Section 2, Subcontractor shall be presented by timely perform the disputed work. If Subcontractor intends to submit a claim for the disputed work, it shall give prompt written notice to 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 Workwork. Any claims In addition, Subcontractor shall submit its written claim for extension additional compensation for that work within ten (10) days after such work is performed in sufficient detail for Contractor to make an evaluation of the merits of the claim unless a shorter time or of delay or other impactsperiod is required by the Prime Contract, and any costs associated with extension of time, delay or other impacts, in which are not presented case Subcontractor shall provide notification within a sufficient time to allow Contractor to provide the required notice to the Owner under the Prime Contract. Subcontractor’s failure either to give the written notice before proceeding with the change in work or to submit the Workwritten claim as specified herein constitutes an agreement by it that it will not be paid for the disputed work. No change, and which are not adjusted by Change Order alteration, or modification to the extent knownor deviation from this Agreement, shall be waived. 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 otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, Subcontractor shall make any 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 all changes in the Work work described in the Contract Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. If necessary, the contract price stated in Section 3 and the time for Subcontractor’s performance shall be within adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the general scope of and be executed under changed work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the conditions amount of the Contract, except that any claim for extension of time made necessary due addition to or deduction from the price or time. These price changes from the Subcontractor shall be sent to the Contractor within 5 business days of the Subcontractor receiving the direction of change. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed upon Contractors written direction to proceed or the failure to reach an agreement on the amount of the addition or deletion. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. Where agreement is reached over changed work, such change order shall be conclusive and constitutes a waiver by Subcontractor of any other sums, claims, time impacts or other costs not expressly stated in the change order, which arise from the changed work. Subcontractor shall not make any changes in the work described in Section 2 or in any way cause or allow that work to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that he will not be paid for that changed work, even if he received verbal direction from Contractor or any claim form of other delay direction, written or other impacts caused by or resulting otherwise, from the Owner or any other person or entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such change he makes without written direction from Contractor. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the Work work described in Section 2, Subcontractor shall timely perform the disputed work and may give written notice of a claim for additional compensation for that work. Such written notice of claim must be presented given within ten (10) days after such work is performed. Subcontractor’s failure to give written notice within the ten (10) days constitutes an agreement by him that he will not be paid for the Contractor and adjusted by Change Order disputed work. No change, alteration, or modification 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 impactsdeviation from this Agreement, and any costs associated with extension of time, delay or 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. 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 otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this provision or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative Contractor may designate, at any time and without invalidating the this Agreement, by written order and without notice to surety, make changes in the work herein contracted for consisting of additions, deletions or other revisions, and Subcontractor shall proceed with the work as directed. If said changes cause an increase or decrease in the cost of performance or in the time required for performance an equitable adjustment shall be made when a request is timely made by Subcontractor, but only upon the written approval of State Buildings Program Contractor. No extension to Subcontractor’s time of performance as a result of changed work shall be allowed under this Subcontract unless authorized by Contractor in writing. The value of the changed work requested by Subcontractor shall include all costs for delay and disruption to Subcontractor’s work. Subcontractor shall not be entitled to any additional compensation for delay and disruption caused by the State Controllerchanged work unless such costs are requested and approved by Owner. In no event, may order extra shall Subcontractor be entitled to compensation for the collective impact of changed work. Nothing herein shall excuse Subcontractor from proceeding with the prosecution of the work as changed. INSPECTION AND PROTECTION OF WORK: Subcontractor shall take necessary precautions to properly protect the work of Contractor and other subcontractors from damage caused by operations under this Subcontract. Subcontractor shall cooperate with Contractor and other subcontractors. Subcontractor shall participate in the preparation of coordinated drawings in areas of congestion specifically noting and advising Contractor of potential conflicts between the Work or make changes with or without the consent of Subcontractor and that of the Contractor and other subcontractors. WARRANTIES: Subcontractor warrants and guarantees the work and materials which he performs or furnishes under this Subcontract and agrees to make good, at its own expense, any defect in materials or workmanship which may occur or develop prior to Contractor’s release from responsibility by Owner. Subcontractor further agrees to assume, as hereafter provideda direct obligation to Contractor and/or Owner, by alteringany guarantees or warranties which would otherwise be the responsibility of Contractor or other subcontractors, adding to when such guarantees or deducting from the Work, the Contract sum being adjusted accordinglywarranties have been cancelled as a result of Subcontractor’s operations in performance of this Agreement. All such changes in the Work shall be within the general scope of and be executed under the conditions Without limitation of the Contract, except that any claim for extension of time made necessary due to the change or any claim of other delay foregoing or other impacts caused by or resulting from the change obligations of Subcontractor provided for 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, and any costs associated with extension of time, delay or 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. 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 otherwiseimmediately upon Contractor’s demand, except Subcontractor, at its own expense, shall repair, replace, restore or rebuild, at Contractor’s option, any work in an emergency endangering life which defects in materials or propertyworkmanship may appear, no extra Work or change which is otherwise not in conformance with the Contract Documents shall be made unless by other warranties of Subcontractor hereunder, or to which damage may occur because of such defects or lack of conformance, within one (1) a written Change Order, approved year or such longer period as required by the Principal Representativespecifications from the date of Owner’s and architect’s final acceptance of the Project. If Subcontractor fails to comply, State Buildings ProgramContractor may correct such defect or lack of conformance, as the case may be, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum Subcontractor shall be valid unless so orderedimmediately reimburse Contractor thereof.

Changes in the Work. The Principal Representative may designateContractor may, without invalidating at any time by written order of Contractor's authorized representative, make deletions, additions, or other modifications to the work to be performed and materials to be furnished under this Agreement, and Subcontractor shall immediately proceed with the approval performance of State Buildings Program this Agreement as so changed. Subcontractor shall make no changes in the work described in the Contract Documents and the State Controller, may order extra Work this Agreement except as directed by Contractor in writing. Such change or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the Workwritten direction shall not invalidate this Agreement. If necessary, the Contract sum being Price stated in Section 1 and the time for Subcontractor's performance shall be adjusted accordinglyby appropriate additions or deductions mutually agreed upon before the Subcontractor performs the changed work. All such Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount of the addition to or deduction from the price or time. Where cost proposals are required for changes in the Work work, Subcontractor agrees to furnish costs with required breakdowns (labor breakdowns shall include hours). In no event shall the Subcontractor’s ▇▇▇▇-up exceed 15% for overhead and profit on any additional work. Subcontractor agrees to furnish written proposals to the Contractor in accordance with the following schedule: (a) Changes to work in progress or on hold pending change approval shall be submitted within one (1) business day of change notification. (b) Changes to work scheduled to begin within one (1) week shall be submitted within three (3) business days of change notification. (c) All other changes shall be submitted within seven (7) calendar days of change notification. In the general event Subcontractor fails to comply with the above submittal requirement, Contractor at its sole option may prepare and submit to the Owner an estimate for the value of change in question, and Subcontractor agrees to be bound to the cost submitted by the Contractor for this change. A disagreement between Contractor and Subcontractor as to (i) an increase or decrease in the subcontract price or (ii) whether the work is within Subcontractor’s scope of and be executed under shall not relieve Subcontractor from immediately proceeding with the conditions performance of the ContractSubcontract as modified, except that any claim for extension of time made necessary due to the change changed or any claim of other delay or other impacts caused by or resulting from the amended. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the Work shall be presented by work described in Section 1, Subcontractor shall, upon receipt of Contractor's written directive, timely perform the Contractor disputed work. Notwithstanding any dispute about modifications, additions, or deletions to Subcontractor’s work or whether the work is within Subcontractor’s scope, and adjusted by Change Order to the greatest extent known at permitted by law, Subcontractor agrees to continue with its performance and maintain the time schedule of work pending resolution of any and all such change is ordered and disputes. The foregoing sentence constitutes an advance waiver by Subcontractor of any actual or alleged right to stop work, rescind, or abandon the project. If Subcontractor intends to submit a claim for the disputed work, it shall give prompt written notice to Contractor before proceeding with the extra or changed Workwork. Any claims In addition, Subcontractor shall submit its written claim for extension additional compensation for that work within ten (10) days after such work is performed in sufficient detail for Contractor to make an evaluation of time or the merits of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented the claim. Subcontractor's failure to either give the written notice before proceeding with the change in work or to submit the Work, written claim within the ten (10) days constitutes an agreement by Subcontractor that it will not be paid for the disputed work and which are not adjusted a conclusive defense to any claim by Change Order to the extent known, shall be waivedSubcontractor. The Architect/Engineer shall have authority to make minor If Subcontractor makes any changes in the Workwork described in Section 1 without written direction from Contractor, such change constitutes an agreement by Subcontractor that it will not involving extra costbe paid for that changed work, even if it received verbal direction from Contractor or any form of direction, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, and not inconsistent liability of any nature whatsoever associated with the intent or in any way arising out of any such change it makes without written direction from Contractor. No change, alteration, or modification to or deviation from this Agreement, the Contract Documents, but otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate10.1. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Construction Manager 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 Manager for any increased compensation without invalidating such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 10.2. A Change Order, in the form attached as Exhibit G to this Agreement, shall be prepared by the Construction Manager, reviewed by Design Professional and with Owner, and executed promptly by the approval of State Buildings Program parties after an agreement is reached between Construction Manager and Owner concerning the State Controllerrequested changes. Construction 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 Manager shall mutually agree. 10.3. If Owner and Construction Manager are unable to agree on a Change Order for the requested change, may order extra Construction Manager shall, nevertheless, promptly perform the change as directed by Owner in a written Work or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the WorkDirective Change. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Manager disagrees with Owner' s adjustment determination, Construction Manager must make a claim pursuant to Section 11 of these General Conditions or else be deemed to have waived any claim it might otherwise have had on that matter. 10.4. In the event a requested change is approved by Owner which results in an increase to the Contract Amount, a Change Order shall be issued which increases the GMP by the amount of the Construction Manager' s actual and reasonable direct Cost of the Work. In the event such change Work is performed by a subcontractor, a maximum ten percent (10%) markup for all overhead and profit for all subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted. Construction Manager shall not be entitled to any 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 Manager the total Cost of the Work has been increased by approved Change Orders in an amount causing the GMP originally set by Construction Manager and Owner to be exceeded by $10,000, Construction Manager shall be entitled to an increase to the Construction Management Fee in the amount of eight percent (8%) of the amount exceeding the sum being adjusted accordinglyof $10,000.00 and the GMP. 10.5. All such Owner shall have the right to conduct an audit of Construction Manager' s books and records to verify the accuracy of Construction Manager' s claim with respect to Construction Manager' s costs associated with any Change Order. 10.6. Design Professional shall have authority to order minor 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 not involving an adjustment to the change Contract Amount 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 an extension 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, Contract Time and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents . Such changes may be effected by written order issued by Design Professional. Such changes shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedbinding on Construction Manager.

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, Subcontractor shall make any 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 all changes in the Work shall be within work described in the general scope of Contract Documents and be executed under the conditions of the Contract, except that any claim for extension of time made necessary due to the this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. If any claim of other delay or other impacts caused by or resulting from the such written directive results in a material change in the Work scope of the work, the contract price stated in Section 2 and the time for Subcontractor’s performance shall be presented adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount of the addition to or deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. No payment shall be made to Subcontractor greater than the contract amount unless an authorized change order has been issued by Contractor and adjusted executed by Change Order both Contractor and Subcontractor. Subcontractor shall not make any changes in the work described herein or in any way cause or allow that work to deviate from the extent known at Contract Documents without written direction from Contractor. If Subcontractor makes any unauthorized changes in the time work described herein without written direction from Contractor, Subcontractor understands and agrees that it will not be paid for that changed work, even if it received direction, verbal, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be liable for any and all losses, costs, expenses, damages and liability of any nature whatsoever associated with or in any way arising out of any such unauthorized change including but not limited to any additional costs or expenses incurred by Contractor for increased work or expenses of other trades affected by the unauthorized work of Subcontractor. Nothing contained in this Agreement shall be construed to modify Contractor's right to eliminate any portion of the work which Contractor deems unnecessary for the completion of the work as a whole or to make such changes as Contractor may deem necessary. If a dispute arises between Contractor and Subcontractor about whether particular work is ordered and a change in the original scope of work described in Section 2, Subcontractor shall timely perform the disputed work. If Subcontractor intends to submit a claim for the disputed work, it shall give prompt written notice to Contractor before proceeding with the extra or changed Workwork. Any claims In addition, Subcontractor shall submit its written claim for extension additional compensation for that work within ten (10) days after receiving notice of time or such work, with sufficient detail for Contractor to make an evaluation of delay or other impacts, and any costs associated with extension the merits of time, delay or other impacts, which are not presented the claim. Subcontractor’s failure either to give the written notice before proceeding with the change in work or to submit the Workwritten claim within the ten (10) days after receiving notice of such work constitutes an acknowledgement by Subcontractor that it will not be paid for the disputed work, and which are not adjusted by Change Order a waiver of Subcontractor’s right to payment for said work. Subcontractor’s sole and exclusive responsibility for the performance of this Subcontract is to the extent known, shall be waived. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra costContractor, and not inconsistent it is agreed that all of Subcontractor’s dealings with the intent of Owner’s authorized agent, the Contract DocumentsOwner, but otherwise, except in an emergency endangering life or property, no extra Work or change any other parties named in the Contract Documents shall be through the Contractor. No claims of any nature will be recognized, nor shall Contractor be liable on account thereof, unless all matters pertaining to such claim have been directed through Contractor’s office. The Subcontractor further agrees that neither it, nor its representatives on the Project, shall make any agreement, written or oral, with the Owner’s authorized agent or with the Owner, or with representatives of either, pertaining to any phase of the performance of this Agreement. In the event Contractor prosecutes a claim against Owner for additional compensation for extra work, delay or any other kind of claim relating to Subcontractor’s scope of work, Subcontractor shall cooperate fully with Contractor in the prosecution thereof, and shall pay costs and expenses incurred in connection therewith, including actual attorneys’ fees and expert fees, to the extent that said claim is made unless by 1) Contractor at the request of Subcontractor. In the event Subcontractor resists or declines to accept any claim, offset, or demand for credit asserted by Owner against Contractor which relates to Subcontractor’s scope of work, Subcontractor shall cooperate fully with Contractor in the defense thereof, and shall pay costs and expenses incurred in connection therewith, including actual attorneys’ fees and expert fees, to the extent that said defense is made by Contractor at the request of Subcontractor. Contractor shall have the right to offset or deduct from any amount owing to Subcontractor, the cost Contractor has incurred, or reasonably anticipates it shall incur, in prosecuting a written Change Orderclaim against Owner on behalf of Subcontractor, approved or in defending a claim asserted by Owner against Contractor which relates to Subcontractor’s work. This paragraph shall impose no obligation on Contractor to prosecute a claim against Owner on behalf of Subcontractor or defend against a claim asserted by Owner against Contractor relating to Subcontractor’s scope of work. Contractor and Subcontractor acknowledge that the cost and expense to prosecute or defend against the type of claims and liability referred to above can be significant. Moreover, the uncertainty of outcome or result can make proceeding to trial or arbitration of claims and/or liabilities referred to above an unreasonable risk for Contractor. Therefore, Subcontractor expressly acknowledges and agrees that Contractor shall have the right, at its sole discretion, to settle with Owner any claim, demand or liability arising out of, or in any way connected with this Subcontract and Subcontractor shall be bound by the Principal Representativeterms and conditions of any such settlement to the same degree as Contractor. Subcontractor shall indemnify Contractor for the full amount of any settlement with Owner including attorneys’ fees, State Buildings Program, expert fees and the State Controller prior to proceeding expenses incurred in connection with the changed Work; defense or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing settlement of any allowance already provided such claims. To assist in the encumbered contract amountdocumentation of any claim the Subcontractor may have, Contractor authorizes its Project Superintendent to sign extra work orders or similar documentation submitted by Subcontractor to Contractor relating to said claims provided, however, that notwithstanding any language contained in the Subcontractor’s extra work orders or similar documentation to the contrary, such signature by Contractor’s Project Superintendent shall only represent the following: (a) That Subcontractor presented documentation to Contractor concerning a claim for work performed on the Project; (b) To the best of Contractor’s knowledge at the time of signing such documentation, the hours and/or materials represented therein appeared to have been worked and/or used on the Project; (c) By signing such documentation, Contractor does not waive or release any right to dispute or object to the Subcontractor’s claim that it is entitled to additional compensation, an extension of time, or that the hours worked and/or materials used were reasonable for the work performed therein. No change, alteration, or modification to or deviation from this Agreement, the Contract sum being later adjusted Documents, prime contract, plans, or specifications, whether made in the manner provided in this section or not, shall release or exonerate in whole or in part, any bond or any surety on any bond given in connection with this Agreement, and no notice is required to decrease be given to such surety of any such change, alteration, modification, or deviation. Subcontractor acknowledges and agrees that Contractor's Superintendent does not have authority to waive any terms, conditions or requirements set forth in this provision, in this Agreement, and/or in the Contract sum by any unallocated Documents or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedPrime Contract.

Changes in the Work. The Principal Representative may designate, without invalidating the Agreement, Subcontractor shall make any 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 all changes in the Work work described in the Contractor Documents and this Agreement as directed by Contractor in writing. Such change or written direction shall not invalidate this Agreement. If necessary, the contract price stated in Section 3 and the time for Subcontractor’s performance shall be within adjusted by appropriate additions or deductions mutually agreed upon before Subcontractor performs the general scope of and be executed under changed work. Subcontractor shall supply Contractor with all documentation necessary to substantiate the conditions amount of the Contract, except that any claim for extension of time made necessary due addition to the change or any claim of other delay or other impacts caused by or resulting deduction from the price or time. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. If a dispute arises between Contractor and Subcontractor about whether particular work is a change in the Work work described in Section 2, Subcontractor shall be presented by timely perform the disputed work. If Subcontractor intends to submit a claim for the disputed work, it shall give prompt written notice to 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 Workwork. Any claims In addition, Subcontractor shall submit its written claim for extension additional compensation for that work within ten (10) days after such work is performed in sufficient detail for Contractor to make an evaluation of time or the merits of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented the claim. Subcontractor’s failure either to give the written notice before proceeding with the change in work or to submit the Workwritten claim within the ten (10) days constitutes an agreement by it that it will not be paid for the disputed work. No change, and which are not adjusted by Change Order alteration, or modification to the extent knownor deviation from this Agreement, shall be waived. 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 otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. 5.1. Request for Proposal (RFP): The Principal Representative Contractor may designatenotify the Subcontractor in writing of proposed changes consisting of additions, without invalidating deletions, or other revisions to the Agreementscope of Work described in this Subcontract. Upon receipt of such proposed changes, and with the approval in consideration of State Buildings Program and the State Controller, may order extra Work or make incorporating such proposed changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from into the Work, the Contract sum being adjusted accordinglySubcontractor shall promptly submit in writing to the Contractor a request for an adjustment, if any, in the Subcontract Sum and/or Subcontract Time in a form acceptable to the Contractor properly itemizing the related costs or in a format required by the Contractor when attached hereto as an Exhibit. All If no adjustment is required in order to incorporate the proposed changes into the Work, then the Subcontractor shall promptly notify the Contractor in writing of same. Subcontractor’s receipt of such proposed changes shall not be construed as authorization from the Contractor to interrupt, delay, modify or stop the Work and the Subcontractor shall not commence with such proposed changes in the Work shall be within unless ordered or authorized in writing by the general scope Contractor according to other provisions of and be executed under Article 5 herein. If the conditions Subcontractor fails to timely and/or properly respond to an RFP, the Contractor may order the Subcontractor to proceed with the subject changes in the Work pursuant to other provisions of Article 5 or Article 10 of this Agreement. .1: Any delay to the ContractSubcontractor’s Work, except that any claim for extension the Project, or the Work of time made necessary other Subcontractors due to the change Subcontractor’s failure to timely submit properly prepared Claims or any claim Change Order requests is the sole responsibility of other delay the Subcontractor. .2: In response to a Subcontractor’s “Request for Information” (RFI), the Architect’s or other impacts caused by Engineer’s or resulting from Contractor’s response may include instructions which the Subcontractor interprets as a change in the Work for which the Subcontractor is entitled to additional cost and/or time. In such event, the Subcontractor shall be presented by within seven (7) business days from and including the date of the RFI response notify the Contractor and adjusted by Change Order to in writing that, in the extent known at Subcontractor’s opinion, 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, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the RFI response represents a change in the WorkWork for which the Subcontractor is entitled to additional compensation and/or time and the Subcontractor shall state the basis for its Claim in such notification. After the seven (7) business days have expired, the Subcontractor thereby forfeits and which are not adjusted by Change Order waives its right to Claim for additional costs and/or time and Subcontractor shall comply with the instructions of the RFI at no additional cost to the extent known, shall be waived. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedContractor.

Changes in the Work. The Principal Representative Subcontractor hereby agrees to make any and all changes, furnish the materials and perform the work that Contractor may designaterequire, without invalidating the nullifying this Agreement, at a reasonable addition to, or reduction from, the Contract Price stated herein, and with pro rata to the approval of State Buildings Program same. Subcontractor shall adhere strictly to the plans and the State Controllerspecifications unless a change there from is authorized in writing. Under no conditions shall Subcontractor make any changes, may order extra Work either as additions or make changes with or deductions, without the consent written order of the Contractor as hereafter providedand Contractor shall not pay any extra charges made by the Subcontractor that have not been agreed upon in writing by Contractor; and, by alteringin no event, adding shall Contractor make payment for any such extra charges unless and until the Contractor itself receives payment from Owner. Subcontractor shall submit immediately to the Contractor written copies of his firm’s cost or deducting from the Work, the Contract sum being adjusted accordingly. All such credit proposal for changes in the Work work. Any modification in the compensation or time (if any) stated in a Subcontract Change Order shall be within unequivocally comprise the general scope of total compensation and/or time adjustment due or owed by Contractor to Subcontractor for the work and be executed changes defined therein, and shall represent full and final compensation for all increases or decreases in direct, indirect and consequential costs, overhead, profit and time required to perform the entire work under the conditions of the Contract, except that any claim for extension of time made necessary due to the change this Agreement arising directly or any claim of other delay or other impacts caused by or resulting indirectly from the change in work and changes defined therein, including additional and/or extended overheads, delay, acceleration, loss of momentum and cumulative impacts of all other non-affected work under this Agreement. If 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 impactsSubcontractor initiates a substitution, and any costs associated with extension of timedeviation, delay or 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. 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 extra Work or change in the Contract Documents work, which affects the scope of the work or the expense of other trades, Subcontractor shall be liable for the expense thereof. No change, alteration or modification in or deviations from this Agreement or the plans or specifications, whether made unless by 1) a written Change Orderin the manner herein provided or not, approved by shall release or exonerate, in whole or in part any surety on any bond given in connection with this Agreement and neither Owner nor Contractor shall be under any obligation to notify the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; surety or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing sureties of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedchange.

Changes in the Work. § 5.1 The Principal Representative Owner 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 by issuing Modifications to the Prime Contract. Upon receipt of a Modification to the Prime Contract issued subsequent to the execution of this Agreement, the Contractor shall promptly notify the Subcontractor of such Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform Work that would be inconsistent with the changes made by the Modification to the Prime Contract. § 5.1.1 The Subcontractor shall review each modification issued by the Owner and advise the Contractor in writing within seven days of receipt of the modification, unless requested sooner by the Contractor, as to the impact, if any, on the Subcontractor’s Work, including any adjustment in Subcontract time or Subcontract sum. The failure to advise the Contractor within the specified time period as to any impact shall constitute a waiver of the Subcontractor’s right to assert a subsequent claim. § 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make changes in the Work within the general scope of this Subcontract consisting of additions, deletions, or other revisions, including those required by Modifications to the Prime Contract issued subsequent to the execution of this Agreement, with the Subcontract Sum and be executed the Subcontract Time adjusted accordingly. The Subcontractor, prior to the commencement of such changed or revised Work, shall submit promptly to the Contractor written copies of a Claim for adjustment to the Subcontract Sum and Subcontract Time for such revised Work in a manner consistent with requirements of the Subcontract Documents. § 5.2.1 Subcontractor shall proceed with the changed Work as directed by the Contractor while such claim for adjustment is being determined as provided for in this Agreement. aiv ays, ntractor for such costs, or t trac § 5.3 The Subcontractor shall make all Claims promptly to the Contractor for additional cost, extensions of time and damages for delays, or other causes in accordance with the Subcontract Documents. A Claim which will affect or become part of a Claim which the Contractor is required to make under the conditions Prime Contract within a specified time period or in a specified manner shall be made in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract. Such Claims shall be received by the Contractor not less than two working days preceding the time by which the Contractor’s Claim must be made. Failure of the Subcontractor to make such a timely Claim shall bind the Subcontractor to the same consequences as those to which the Contractor is bound. § 5.3.1 Failure of the Subcontractor to make such claim to the Contractor shall constitute a w such claim. Receipt of payment by Contractor from Owner for extra work, except that any claim damages, or del shall be a condition precedent to the right of the Subcontractor to receive payment from Co damages or claims, unless the extra work was ordered solely for the benefit of the Contractor from the fault of Contractor. con on p tract, exce recedent t pt th o bi ose nding rties mutually agree § 5.3.2 Any request for extension of Subcontract time made necessary due to the 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, and any costs associated with extension of time, delay or 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. 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 extra Work or change in the Contract Documents shall be made unless by 1) a written Change Order, approved by Subcontractor to Con the Principal Representative, State Buildings Program, and occurrence of the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedevent.

Changes in the Work. The Principal Representative may designateSubcontractor shall make any and all changes in the work described in the Contract Documents and this Agreement as directed by Contractor in writing, including, without invalidating the limitations, additions and/or deletions to Subcontractor’s scope of Work. Such change or written direction shall not invalidate this 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. If necessary, the Contract sum being Price stated in Section 3 and the time for Subcontractor’s performance shall be adjusted accordinglyby appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. All Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount of the addition to or deduction from the price or time in a form satisfactory to Contractor, demonstrating the hourly costs for labor, materials, and equipment involved in the change along with supporting documentation. If the Contract Documents call for a particular form or format to be used in identifying the costs involved in the change, Subcontractor agrees to use such form or format.. Unless the Contract Documents provide otherwise, Subcontractor shall be entitled to a maximum markup for profit and overhead of 15% on Subcontractor’s actual cost of labor, 10% of Subcontractor’s actual cost of materials and, for work performed by lower-tier subcontractors, Subcontractor’s markup shall be a maximum of 10%. For deletions to the scope of Work, Subcontractor is not entitled to any compensation or damages including, without limitation, any lost profits or overhead with respect to the deletions of scope. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. Subcontractor will abide by the terms of Contractor’s Billing Procedures which are incorporated by reference herein as though fully set forth. Subcontractor agrees to use Contractor’s Payment Application form and that no payment for changes shall be due until Subcontractor provides the forms and format set forth above, with supporting documentation, and a change order has been issued by Contractor. Subcontractor shall not bill for unapproved changes but may list unapproved changes in the Work “pending” column on the Payment Application. Subcontractor shall not make any changes to the work described in Section 2 or in any way cause or allow that work to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that it will not be paid for that changed work, even if it received verbal direction from Contractor or any form of direction, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be within the general scope liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such change it makes without written direction from Contractor. If a dispute arises between Contractor and be executed under the conditions of the Contract, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the Subcontractor about whether particular work is a change in the Work work described in Section 2, Subcontractor shall be presented by timely perform the disputed work. If Subcontractor intends to submit a claim for the disputed work, it shall give prompt written notice to 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 Workwork. Any claims In addition, Subcontractor shall submit its written claim for extension additional compensation for that work within ten (10) days after such work is performed in sufficient detail for Contractor to make an evaluation of the merits of the claim unless a shorter time or of delay or other impactsperiod is required by the Prime Contract, and any costs associated with extension of time, delay or other impacts, in which are not presented case Subcontractor shall provide notification within a sufficient time to allow Contractor to provide the required notice to the Owner under the Prime Contract. Subcontractor’s failure either to give the written notice before proceeding with the change in work or to submit the Workwritten claim as specified herein constitutes an agreement by it that it will not be paid for the disputed work. No change, and which are not adjusted by Change Order alteration, or modification to the extent knownor deviation from this Agreement, shall be waived. 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 otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative may designate10.1. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Construction Manager 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 Manager for any increased compensation without invalidating such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. 10.2. A Change Order, in the form attached as Exhibit G to this Agreement, shall be prepared by the Construction Manager, reviewed by Design Professional and with Owner, and executed promptly by the approval of State Buildings Program parties after an agreement is reached between Construction Manager and Owner concerning the State Controllerrequested changes. Construction 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 Manager shall mutually agree. 10.3. If Owner and Construction Manager are unable to agree on a Change Order for the requested change, may order extra Construction Manager shall, nevertheless, promptly perform the change as directed by Owner in a written Work or make changes with or without the consent of the Contractor as hereafter provided, by altering, adding to or deducting from the WorkDirective Change. In that event, the Contract Amount and Contract Time shall be adjusted as directed by Owner. If Construction Manager disagrees with Owner' s adjustment determination, Construction Manager must make a claim pursuant to Section 11 of these General Conditions or else be deemed to have waived any claim it might otherwise have had on that matter. 10.4. In the event a requested change is approved by Owner which results in an increase to the Contract Amount, a Change Order shall be issued which increases the GMP by the amount of the Construction Manager' s actual and reasonable direct Cost of the Work. In the event such change Work is performed by a subcontractor, a maximum ten percent (10%) markup for all overhead and profit for all subcontractors' and sub-subcontractors' direct labor and material costs and actual equipment costs shall be permitted. Construction Manager shall not be entitled to any 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 Manager the total Cost of the Work has been increased by approved Change Orders in an amount causing the GMP originally set by Construction Manager and Owner to be exceeded by $25,000, Construction Manager shall be entitled to an increase to the Construction Management Fee in the amount of eight percent (8%) of the amount exceeding the sum being adjusted accordinglyof $25,000 and the GMP. 10.5. All such Owner shall have the right to conduct an audit of Construction Manager' s books and records to verify the accuracy of Construction Manager' s claim with respect to Construction Manager' s costs associated with any Change Order. 10.6. Design Professional shall have authority to order minor 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 not involving an adjustment to the change Contract Amount 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 an extension 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, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, Contract Time and not inconsistent with the intent of the Contract Documents, but otherwise, except in an emergency endangering life or property, no extra Work or change in the Contract Documents . Such changes may be effected by written order issued by Design Professional. Such changes shall be made unless by 1) a written Change Order, approved by the Principal Representative, State Buildings Program, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing of any allowance already provided in the encumbered contract amount, the Contract sum being later adjusted to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so orderedbinding on Construction Manager.

Changes in the Work. The Principal Representative may designateSubcontractor shall make any and all changes in the work described in the Contract Documents and this Agreement as directed by Contractor in writing, including, without invalidating the limitations, additions and/or deletions to Subcontractor’s scope of Work. Such change or written direction shall not invalidate this 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. If necessary, the Contract sum being Price stated in Section 3 and the time for Subcontractor’s performance shall be adjusted accordinglyby appropriate additions or deductions mutually agreed upon before Subcontractor performs the changed work. All Subcontractor shall supply Contractor with all documentation necessary to substantiate the amount of the addition to or deduction from the price or time in a form satisfactory to Contractor, demonstrating the hourly costs for labor, materials, and equipment involved in the change along with supporting documentation. If the Contract Documents call for a particular form or format to be used in identifying the costs involved in the change, Subcontractor agrees to use such form or format.. Unless the Contract Documents provide otherwise, Subcontractor shall be entitled to a maximum markup for profit and overhead of 15% on Subcontractor’s actual cost of labor, 10% of Subcontractor’s actual cost of materials and, for work performed by lower-tier subcontractors, Subcontractor’s markup shall be a maximum of 10%. For deletions to the scope of Work, Subcontractor is not entitled to any compensation or damages including, without limitation, any lost profits or overhead with respect to the deletions of scope. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion, Subcontractor shall nonetheless timely perform the work as changed by Contractor’s written direction. Once Subcontractor receives Contractor’s written direction, Subcontractor is solely responsible for timely performance of the work as changed by the written direction. Payment for changed work shall be made in accordance with Section 4. Subcontractor will abide by the terms of Contractor’s Billing Procedures which are incorporated by reference herein as though fully set forth. Subcontractor agrees to use Contractor’s Payment Application form and that no payment for changes shall be due until Subcontractor provides the forms and format set forth above, with supporting documentation, and a change order has been issued by Contractor. Subcontractor shall not ▇▇▇▇ for unapproved changes but may list unapproved changes in the Work “pending” column on the Payment Application. Subcontractor shall not make any changes to the work described in Section 2 or in any way cause or allow that work to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any changes in the work described in Section 2 without written direction from Contractor, such change constitutes an agreement by Subcontractor that it will not be paid for that changed work, even if it received verbal direction from Contractor or any form of direction, written or otherwise, from Owner or any other person or entity. In addition, Subcontractor shall be within the general scope liable for any and all losses, costs, expenses, damages, and liability of any nature whatsoever associated with or in any way arising out of any such change it makes without written direction from Contractor. If a dispute arises between Contractor and be executed under the conditions of the Contract, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the Subcontractor about whether particular work is a change in the Work work described in Section 2, Subcontractor shall be presented by timely perform the disputed work. If Subcontractor intends to submit a claim for the disputed work, it shall give prompt written notice to 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 Workwork. Any claims In addition, Subcontractor shall submit its written claim for extension additional compensation for that work within ten (10) days after such work is performed in sufficient detail for Contractor to make an evaluation of the merits of the claim unless a shorter time or of delay or other impactsperiod is required by the Prime Contract, and any costs associated with extension of time, delay or other impacts, in which are not presented case Subcontractor shall provide notification within a sufficient time to allow Contractor to provide the required notice to the Owner under the Prime Contract. Subcontractor’s failure either to give the written notice before proceeding with the change in work or to submit the Workwritten claim as specified herein constitutes an agreement by it that it will not be paid for the disputed work. No change, and which are not adjusted by Change Order alteration, or modification to the extent knownor deviation from this Agreement, shall be waived. 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 otherwiseprime contract, except in an emergency endangering life plans, or propertyspecifications, no extra Work or change whether made in the Contract Documents manner provided in this section or not, shall be made unless by 1) a written Change Orderrelease or exonerate, approved by the Principal Representativein whole or in part, State Buildings Programany bond or any surety on any bond given in connection with this Agreement, and the State Controller prior no notice is required to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing be given to such surety of any allowance already provided in the encumbered contract amountsuch change, the Contract sum being later adjusted to decrease the Contract sum by any unallocated alteration, modification, or unexpended amounts remaining in such allowance. No change to the Contract sum shall be valid unless so ordereddeviation.

Changes in the Work. The Principal Representative a. Subcontractor shall make any and all changes in Subcontractor’s Work including the performance of extra work and work directed by construction change directive (collectively, “Changed Work”) as directed by Contractor in writing. Neither the performance of any Changed Work, nor Contractor’s written direction to Subcontract to perform the Changed Work shall invalidate this Agreement or any bond produced by Subcontractor under this Agreement. b. Subject to the provisions of Section 5.a., above, upon the authorized performance Changed Work by the Subcontractor pursuant written direction from the Contractor, the Contract Sum and, provide Subcontractor demonstrates to Contractor and Owner that an extension of time is necessary, the Contract Time may designatebe adjusted by appropriate additions and deductions. (1) Unless Subcontractor is directed by Contractor to perform Changed Work on a time-and- materials basis, without invalidating Contractor and Subcontractor agree that any adjustment in the AgreementContract Sum and Subcontractor’s time of performance shall be agreed upon by Contractor and Subcontractor before Subcontractor begins the performance of any Changed Work. c. If Contractor and Subcontractor cannot agree on the amount of the addition or deletion to the Contract Sum or the Subcontractor’s time, or if Subcontractor is directed to perform Changed Work on a time-and- materials basis, Subcontractor shall nonetheless timely and diligently perform the Changed Work identified in Contractor’s written direction. (1) Should Owner or the Contractor elect to have any Changed Work performed on a time- and-material basis in lieu of lump sum proposal or unit prices, and with Contractor so notifies Subcontractor in writing, the approval Subcontractor shall perform such Changed Work at Subcontractor’s actual direct cost of State Buildings Program labor, materials, suppliers, subcontractors, and rental equipment (not including charges for administration, clerical expense, supervision or superintendence of any nature whatever, including foremen, or the cost, use, or rental of hand tools, vehicles, or office facilities), plus a markup of ten (10) percent on the direct costs for Subcontractor’s overhead and profit. The allowed markup for overhead and profit shall be inclusive of any and all costs and expenses including, but not limited to, all overhead of whatever kind or nature, and all supervision, management, administration, estimating or other costs. (3) Subcontractor shall submit to the Contractor, or the Contractor’s representative for review and signing, daily time and material tickets. These tickets will include the identification number assigned to the particular Changed Work, the location and description of the work, the classification of labor employed including workers' names and social security numbers, the hours worked, the material used, the size and description of all equipment utilized and the State Controllernumber of hours of actual operation (standby time is not permitted), may order extra Work and any other information ordered by the Contractor. (4) The Contractor or make changes with or without the consent Contractor’s representative shall be under no obligation to sign any daily time and material ticket unless such ticket is fully and accurately completed to the satisfaction of the Contractor as hereafter providedor the Contractor’s representative. The time and materials tickets shall not be valid, by altering, adding and Subcontractor shall not be entitled to or deducting from the Work, the Contract sum being adjusted accordingly. All payment for any 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 the change or any claim of other delay or other impacts caused by or resulting from the change in the Work shall be presented tickets unless each ticket is signed by the Contractor or the Contractor’s representative. (5) If Subcontractor procures the performance of Changed Work by others rather than its own employees, the Subcontractor shall not be entitled to greater payment than that to which it would have been entitled if it had itself furnished the labor and adjusted by Change Order to the extent known at the time such change is ordered and before proceeding materials required in connection with the extra Changed Work performed in accordance with this provision. d. Subcontractor shall not make any changes to Subcontractor’s Work or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or 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. The Architect/Engineer shall have authority to make minor changes in the Work, not involving extra cost, and not inconsistent with the intent work of the Contract DocumentsProject, but otherwise, except or in an emergency endangering life any way cause or property, no extra allow Subcontractor’s Work or change in to deviate from the Contract Documents without written direction from Contractor. If Subcontractor makes any changes in Subcontractor’s Work without written direction from Contractor, such change constitutes an agreement by Subcontractor that Subcontractor will not be paid for that changed work, even if Subcontractor received verbal direction from Contractor or any form of direction, written or otherwise, from Owner or any other person or entity. In addition Subcontractor shall be made unless by 1) a written Change Orderliable for any and all losses, approved by the Principal Representativecosts, State Buildings Programexpenses, damages, and the State Controller prior to proceeding with the changed Work; or 2) by an Emergency Field Change Order approved by the Principal Representative and State Buildings Program as hereafter provided in Article 35C, Emergency Field Ordered Changed Work; or 3) by an allocation in writing liability of any allowance already provided nature whatsoever associated with, or in the encumbered contract amountany way arising out of, the Contract sum being later adjusted any such change it makes to decrease the Contract sum by any unallocated or unexpended amounts remaining in such allowance. No change Subcontractor’s Work without written direction from Contractor. e. If a dispute arises between Contractor and Subcontractor as to the Contract sum performance of Changed Work or whether particular work is a change in Subcontractor’s Work, Subcontractor shall timely perform the disputed work and may give written notice of a claim for additional compensation for that work in accordance Section 6 of this Agreement. Subcontractor’s failure to give written notice of any claim within the times required in this Agreement shall constitute an agreement by Subcontractor that Subcontractor will not be valid unless so orderedpaid for the disputed work.