Common use of Stop Work Order Clause in Contracts

Stop Work Order. (a) NYSERDA may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may 3.18.1 The Owner may, by written Stop Work Order to the Professional at any time, by written Order and without notice to the Contractorany surety, require the Contractor Professional to stop all or any part of the Work work called for by this Agreement Contract. This Order shall be for a specified period of up to ninety (90) not exceeding 90 days after the Stop Work Order is delivered to the ContractorProfessional, and for unless the parties agree to any further period to which the parties may agreeperiod. Any such order Order shall be identified specifically identified as a Stop Work Order issued pursuant to this Sectionclause. Upon receipt of such an Order, the Contractor Professional shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence occurrence of costs allocable to the Work work covered by the Order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) days after a Before the Stop Work Order is delivered to the Contractorexpires, or within any extension of that further period to which the parties shall have agreed, NYSERDA the Owner shall either: (ia) by written notice to the Contractor, cancel Cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, ; or (iib) terminate Terminate the Work work covered by such order Order as provided in the "Termination Section for Default" clause or the "Termination for Convenience" clause of this AgreementContract. (b) 3.18.2 If a Stop Work Order order issued under this Section clause is cancelled canceled at any time during the period specified in the Order, or if the period of the Order or any extension thereof expires, the Contractor Professional shall have the right to resume Workwork. An equitable appropriate adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or Professional price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement Contract shall be modified in writing accordingly, if: (ia) the The Stop Work Order results in an increase in the time required for, or in the Contractor’s Professional's cost properly allocable to, the performance of any part of this Agreement, Contract; and (iib) the Contractor The Professional asserts a claim for such adjustments an adjustment within 30 days after the end of the period of Work work stoppage; provided that, if NYSERDA the Owner decides that the facts justify such action, NYSERDA may receive and act upon any such claim asserted may be received and acted upon at any time prior to final payment under this AgreementContract. (c) 3.18.3 If a Stop Work Order is not cancelled canceled and the Work work covered by such Order is terminatedterminated for default or convenience, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor 3.18.4 Any adjustment in Contract price made pursuant to this Section 12.01 clause shall not be increased or deemed to be increased except by specific written amendment heretodetermined in accordance with the "Price Adjustment" clause of this Contract.

Stop Work Order. (a) NYSERDA may X. Xxxxx may, at any time, by written Order order to the ContractorSeller, require the Contractor Seller to stop all all, or any part part, of the Work work called for by this Agreement Order for a period of up to ninety one hundred and twenty (90120) calendar days after the Stop Work Order stop work order is delivered to the ContractorSeller, and for any further period to which the parties Parties may agree. Any such order shall be specifically identified as a Stop Work Order (SWO) issued pursuant to this Sectionclause. Upon receipt of such an Ordera SWO, the Contractor Seller shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order SWO during the period of work stoppage consistent with public health and safetystoppage. Within a the period of ninety the work stoppage specified by the SWO, and any amendments to it, Buyer shall either (901) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, SWO or if not specified therein, upon receipt by the Contractor, or (ii2) terminate the Work work covered by such order the SWO as provided for in the applicable Termination Section of this Agreementfor Convenience clause contained herein. (b) B. If a Stop Work Order SWO issued under this Section clause is cancelled canceled, or the period of the Order or any extension thereof expires, the Contractor Seller shall resume Workwork. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or Order price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement Order shall be modified in writing accordingly, if: if (i1) the Stop Work Order SWO results in an increase in the time required for, or in the ContractorSeller’s cost properly allocable to, the performance of any part of this AgreementOrder, and and (ii2) the Contractor asserts a claim Seller submits its proposal for such adjustments adjustment within 30 twenty (20) calendar days after the end of the period of Work work stoppage; provided that, if NYSERDA decides . Failure of the facts justify such action, NYSERDA may receive and act upon Parties to agree to any such claim asserted at any time prior adjustment to final payment be made under this Agreementclause shall not excuse Seller from proceeding with the performance of the Order. (c) C. If a Stop Work Order SWO is not cancelled canceled and the Work work covered by such Order SWO is terminatedterminated for the convenience of Buyer, the reasonable costs resulting from the Stop Work Order SWO shall be allowed by equitable adjustment or otherwisein arriving at the termination settlement. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) 90 days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) 90 days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, . NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s 's cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) 90 days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such Such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) 90 days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s 's cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA XXXXXXX decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA Buyer may at any time, by written Order notice to the ContractorSeller, require the Contractor direct Seller to stop all or any part of the Work work called for under this Order by this Agreement for issuing a period of up to ninety written notice (90) days after the “Stop Work Order is delivered Order”) to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this SectionSeller. Upon receipt of such an the Stop Work Order, the Contractor Seller shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) days after a Stop Work Order is delivered to the ContractorSeller, or within any extension of that period to which the parties shall have agreed, NYSERDA Buyer shall either: (i) by written notice to the Contractor, either cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt terminate the work covered by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under in accordance with Clause 15 or 16 of this Section is cancelled Order, whichever may be appropriate. Seller shall resume work upon cancellation or expiration of any Stop Work Order. If the Stop Work Order results in an increase or decrease in the time required for or the period Seller’s cost of the Order or any extension thereof expiresperformance of this Order, the Contractor shall resume Work. An an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or prices hereunder, or a combination thereofboth, and in any other provisions of the Agreement that may be affected, and the Agreement this Order shall be modified in writing accordingly, if: . Seller shall provide Buyer with a claim for equitable adjustment within thirty (i30) days of cancellation or termination of the Stop Work Order results in an increase in Order. Any claim not made within such thirty (30) day period shall be waived by Seller. Buyer shall make its best efforts to settle such claim within ninety (90) days of receipt of the claim from the Seller. Seller shall bear the burden of proof to establish any additional costs and/or time required for, or in the Contractor’s cost properly allocable to, the performance as a result of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order Order, and Seller shall be allowed by provide Buyer with all reasonably required information for Buyer’s evaluation of Seller’s claim for equitable adjustment or otherwiseadjustment. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. Purchaser shall have the right at any time (and from time to time) to direct Contractor to stop the Work. To exercise the right hereunder, Purchaser shall deliver a written notice to stop the Work (the “Notice to Stop Work”). Upon delivery of the Notice to Stop Work (and during the pendancy of the stop work): (a) NYSERDA Purchaser’s liability under this Contract shall be limited to such liability as Purchaser would have if Purchaser had delivered a Notice of Termination for Convenience in whole pursuant to Article 21.1 at the date of the Notice to Stop Work; and (b) Contractor may at take all steps deemed necessary or prudent by Contractor in order to minimize any timelosses Contractor would suffer if the Work was not restarted, by written Order including terminating and reaching good faith settlements with third parties performing any portion(s) of the Work. Upon request from Purchaser, Contractor shall submit to Purchaser in accordance with Article 16.1, proposals associated with the stop work, including proposals that if implemented in accordance with Article 16.1.2 could increase the liability of Purchaser. If after delivery of a Notice to Stop Work Purchaser elects thereafter to restart the Work, then such request shall be treated as a Change Request and subject to the Contractorprocedures set forth in Article 16.1. In the event that Purchaser shall not notify Contractor to recommence the Work within twelve (12) months after delivery to Contractor of the Notice to Stop Work, then Contractor shall have the right, upon written notice to Purchaser, to require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: Purchaser either to: (i) by written notice direct Contractor to the Contractor, cancel the Stop resume Work Order, which shall be effective as provided hereunder in such cancellation notice, accordance with Article 16.1.2 or if not specified therein, upon receipt by the Contractor, or 16.1.3; or (ii) terminate the Work covered by such order this Contract in whole in accordance with Article 21.1 effective as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, date of the Contractor shall resume Notice to Stop Work. An equitable adjustment In the event Purchaser fails to elect within ten (10) days of written request from Contractor, Purchaser shall be made deemed to have elected to have terminated the Contract in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions whole under Article 21.1 effective as of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end date of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior Notice to final payment under this AgreementStop Work. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may A. Buyer may, at any time, by written Order notification to the ContractorSeller, require the Contractor Seller to stop all all, or any part of the Work work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order written notification is delivered to the ContractorSeller, and for any further period to which the parties Parties may agree. Any such order The notification shall be specifically identified as a Stop Stop-Work Order (SWO) issued pursuant to under this Sectionclause. Upon receipt of such an Orderthe SWO, the Contractor Seller shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order SWO during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) days after a Stop Work Order SWO is delivered to the ContractorSeller, or within any extension of that period to which the parties Parties shall have agreed, NYSERDA Buyer shall either: either (i1) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, SWO; or if not specified therein, upon receipt by the Contractor, or (ii2) terminate the Work work covered by such order the SWO as provided for in the Termination Section of this Agreementapplicable termination clause contained herein. (b) B. If a Stop Work Order SWO issued under this Section clause is cancelled canceled or the period of the Order that SWO or any extension thereof expires, the Contractor Seller shall resume Workwork. An Buyer shall make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or Agreement price, or a combination thereofboth, and in any other provisions of the Agreement that may be affected, and the this Agreement shall be modified in writing accordingly, if: accordingly if (i1) the Stop Work Order SWO results in an increase in the time required for, or in the ContractorSeller’s cost properly allocable to, the performance of any part of this Agreement, and ; and (ii2) Seller asserts its rights to the Contractor asserts a claim for such adjustments adjustment within 30 twenty (20) days after the end of the period of Work work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) C. If a Stop Work Order SWO is not cancelled canceled and the Work work covered by such Order the SWO is terminatedterminated for the convenience of Buyer, the Buyer shall allow reasonable costs resulting from the Stop Work Order SWO in arriving at the termination settlement. If a SWO is not canceled and the work covered by the Agreement is terminated for default, Buyer shall be allowed allow, by equitable adjustment or otherwise, reasonable costs resulting from the SWO. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may 19.1 The Purchaser may, at any time, by written Order order to the ContractorNFP Organisation, require the Contractor NFP Organisation to stop all all, or any part part, of the Work work called for by this Agreement the Order for a period of up to ninety 90 (90ninety) days after the Stop Work Order order is delivered to the ContractorNFP Organisation, and for any further period to which the parties Parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Sectionclause. Upon receipt of such an Orderorder, the Contractor shall NFP Organisationshall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of minimise costs incurred allocable to the Work work covered by the Order order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety 90 (90ninety) days after a Stop Work Order stop work order is delivered to the ContractorNFP Organisation, or within any extension of that period to which the parties Parties shall have agreed, NYSERDA the Purchaser shall either: (i) by written notice to the Contractor, 19.1.1 cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractorstop work order, or (ii) 19.1.2 terminate the Work work covered by such order as provided in accordance with par. 20 Termination for Convenience of the Termination Section of this AgreementPurchaser. (b) 19.2 If a Stop Work Order stop work order issued under this Section clause is cancelled or the period of the Order order or any extension thereof expires, the Contractor NFP Organisation shall resume Workwork. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or Contract price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement Order shall be modified in writing accordingly, if: (i) 19.2.1 the Stop Work Order stop work order results in an increase in the time required for, or in the ContractorNFP Organisation’s cost properly allocable to, the performance of any part of this Agreementthe Order, and (ii) the Contractor 19.2.2 NFP Organisation asserts a claim for such adjustments adjustment within 30 (thirty) days after the end of the period of Work work stoppage; provided that, if NYSERDA the Purchaser decides the facts justify such action, NYSERDA he may receive and act upon any such claim asserted at any time prior to final payment under this Agreementany Order. (c) 19.3 If a Stop Work Order stop order is not cancelled and the Work work covered by such Order order is terminatedterminated for the convenience of the Purchaser, the reasonable costs resulting from the Stop Work Order stop work order shall be allowed by equitable adjustment or otherwisein arriving at the termination settlement. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may A. Partner, at any time, by written Order direction to the ContractorRecipient, may require the Contractor Recipient to stop all all, or any part part, of the Work work called for by this Agreement for a period of up to ninety (90) 90 days after the Stop Work Order direction is delivered to the ContractorRecipient, and for any further period to which the parties Partner and Recipient may agree. Any such order Partner shall provide a copy of any direction to Center. The direction shall be specifically identified as a Stop Work Order stop-work order issued pursuant to under this Sectionclause. Upon receipt of such an Orderthe direction, the Contractor Recipient shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order direction during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) 90 days after a Stop Work Order stop-work order is delivered to the ContractorRecipient, or within any extension of that period to which the parties Partner and Recipient shall have agreed, NYSERDA Partner shall either: (i) by written notice to the Contractor, 1. cancel the Stop Work Order, which shall be effective stop-work order; or 2. terminate the work covered by the Agreement as provided in such cancellation notice, or if not specified therein, upon receipt by Article 15 “Termination of the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement” herein. (b) B. If a Stop Work Order stop-work order issued under this Section clause is cancelled canceled or the period of the Order direction or any extension thereof expires, the Contractor Recipient shall resume Workwork. An Partner shall make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or Agreement price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement shall be modified modified, in writing writing, accordingly, if: (i) 1. the Stop Work Order stop-work order results in an increase in the time required for, or in the Contractor’s Recipient's cost properly allocable to, the performance of any part of this Agreement, ; and (ii) 2. Recipient asserts its right to the Contractor asserts a claim for such adjustments adjustment within 30 days after the end of the period of Work work stoppage; provided provided, that, if NYSERDA Partner decides the facts justify such the action, NYSERDA Partner may receive and act upon any such the claim asserted submitted at any time prior to before final payment under this Agreement. (c) C. If a Stop Work Order stop-work order is not cancelled canceled and the Work work covered by such Order the Agreement is terminatedterminated by the Partner, the Partner shall allow reasonable costs resulting from the Stop Work Order stop-work order in arriving at the termination settlement. D. If a stop-work order is not canceled and the work covered by the Agreement is terminated for default by Partner, Partner shall be allowed allow, by equitable adjustment or otherwise, reasonable costs resulting form the stop-work order. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA NY Green Bank may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA NY Green Bank shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA NY Green Bank decides the facts justify such action, NYSERDA NY Green Bank may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA NY Green Bank to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may 1. The Contractor’s Subcontract Representative may, at any time, by written Order order to the ContractorSubcontractor, require the Contractor Subcontractor to stop all all, or any part part, of the Work work called for by this Agreement subcontract for a period of up to ninety (90) 90 days after the Stop Work Order order is delivered to the ContractorSubcontractor, and for any further period to which the parties may agree. Any such The order shall be specifically identified as a Stop Work Order stop-work order issued pursuant to under this Sectionclause. Upon receipt of such an Orderthe order, the Contractor Subcontractor shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) 90 days after a Stop Work Order stop-work is delivered to the ContractorSubcontractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel ’s Subcontract Representative shall either – a. Cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt stop-work order; or b. Terminate the work covered by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section clause of this Agreementsubcontract. (b) 2. If a Stop Work Order stop-work order issued under this Section clause is cancelled canceled or the period of the Order order or any extension thereof expires, the Contractor Subcontractor shall resume Workwork. An The Contractor’s Subcontract Representative shall make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions terms of the Agreement subcontract that may be affected, and the Agreement subcontract shall be modified modified, in writing writing, accordingly, if:if -- (i) the Stop Work Order a. The stop-work order results in an increase in the time required for, or in the ContractorSubcontractor’s cost properly allocable to, the performance of any part of this Agreement, subcontract; and (ii) b. The Subcontractor asserts its right to the Contractor asserts a claim for such adjustments adjustment within 30 days after the end of the period of Work work stoppage; provided that, if NYSERDA the Contractor’s Subcontract Representative decides the facts justify such the action, NYSERDA the Contractor’s Subcontract Representative may receive and act upon any such the claim asserted submitted at any time prior to before final payment under this Agreementsubcontract. (c) 3. If a Stop Work Order stop-work order is not cancelled canceled and the Work work covered by such Order the order is terminatedterminated for the convenience of the Contractor, the Contractor’s Subcontract Representative shall allow reasonable costs resulting from the Stop Work Order stop-work order in arriving at the termination settlement. 4. If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contractor’s Subcontract Representative shall be allowed allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may The MOA may, at any time, by written Order order to the Contractor, require the Contractor to stop all all, or any part part, of the Work work called for by this Agreement contract for a period of up to ninety (90) 90 days after the Stop Work Order order is delivered to the Contractor, and for any further period to which the parties may agree. Any such The order shall be specifically identified as a Stop Work Order stop-work order issued pursuant to under this Sectionclause. Upon receipt of such an Orderthe order, the Contractor shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) 90 days after a Stop Work Order stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA the MOA shall either: (i) by written notice to A. Cancel the Contractor, cancel stop-work order; or B. Terminate the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt work covered by the Contractor, or (ii) terminate the Work covered by such order as provided in the Default, or the Termination Section for Convenience, clause of this Agreement. (b) contract. If a Stop Work Order stop-work order issued under this Section clause is cancelled canceled or the period of the Order order or any extension thereof expires, the Contractor shall resume Workwork. An The MOA shall make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or contract price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement contract shall be modified modified, in writing writing, accordingly, if: (i) the Stop Work Order A. The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, contract; and (ii) the B. The Contractor asserts a claim for such adjustments its right to the adjustment within 30 days after the end of the period of Work work stoppage; provided provided, that, if NYSERDA the MOA decides the facts justify such the action, NYSERDA the MOA may receive and act upon any such the claim asserted submitted at any time prior to before final payment under this Agreement. (c) contract. If a Stop Work Order stop-work order is not cancelled canceled and the Work work covered by such Order the order is terminatedterminated for the convenience of the MOA, the MOA shall allow reasonable costs resulting from the Stop Work Order stop-work order in arriving at the termination settlement. If a stop-work order is not canceled and the work covered by the order is terminated for default, the MOA shall be allowed allow, by equitable adjustment or otherwise. (d) Notwithstanding , reasonable costs resulting from the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.stop-work order. Contract Number # Product Category #

Stop Work Order. (a) NYSERDA Buyer may at any time, by written Order order to the ContractorSeller, require the Contractor Seller to stop all all, or any part part, of the Work work called for by this Agreement Subcontract for a period of up to ninety (90) 90 days after the Stop Work Order stop work order is delivered to the ContractorSeller, and for any further additional period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order stop work order issued pursuant to this Section. Upon receipt of such an Orderorder, the Contractor Seller shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) 90 days after a Stop Work Order stop work order is delivered to the ContractorSeller, or within any extension of that period to which the parties shall have agreed, NYSERDA Buyer shall either: (i1) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, orstop work order, (ii2) terminate the Work work covered by such order as provided in the Termination Section Clause of this Agreement. (b) Subcontract. If a Stop Work Order stop work order issued under this Section is cancelled or in writing, the Seller shall resume work. If the period of the Order order or any extension thereof thereto merely expires, the Contractor Seller shall resume Workcontact Buyer and ask for directions before resuming work or treating the silence as a Termination. An equitable adjustment shall be made in the delivery scheduleschedule and/or contract price, the or estimated cost, the fee, cost and fixed fee (if any, or a combination thereof, and in any other provisions of the Agreement that may be affected), and the Agreement Subcontract shall be modified in writing accordingly, if: (i1) the Stop Work Order The stop work order results in an increase in the time required for, or in the ContractorSeller’s cost properly allocable to, the performance of any part of this AgreementSubcontract, and (ii2) the Contractor The Seller asserts a claim for such adjustments adjustment within 30 twenty (20) days after the end of the period of Work work stoppage; , provided that, if NYSERDA Buyer decides the facts justify such action, NYSERDA it may receive and act upon any such the claim asserted at any time prior to before final payment under this Agreement. (c) payment. If a Stop Work Order stop work order is not cancelled and the Work work covered by such Order order is terminatedterminated for the convenience of Buyer and/or its prime contract sponsor, the reasonable costs resulting from for the Stop Work Order stop work order shall be allowed by equitable adjustment or otherwisein accordance with the termination for Convenience Clause. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may 3.18.1 The Owner may, by written Stop Work Order to the Professional at any time, by written Order and without notice to the Contractorany surety, require the Contractor Professional to stop all or any part of the Work work called for by this Agreement Contract. This Order shall be for a specified period of up to ninety (90) not exceeding 90 days after the Stop Work Order is delivered to the ContractorProfessional, and for unless the parties agree to any further period to which the parties may agreeperiod. Any such order Order shall be identified specifically identified as a Stop Work Order issued pursuant to this Sectionclause. Upon receipt of such an Order, the Contractor Professional shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence occurrence of costs allocable to the Work work covered by the Order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) days after a Before the Stop Work Order is delivered to the Contractorexpires, or within any extension of that further period to which the parties shall have agreed, NYSERDA the Owner shall either: (ia) by written notice to the Contractor, cancel Cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, ; or (iib) terminate Terminate the Work work covered by such order Order as provided in the "Termination Section for Default" clause or the "Termination for Convenience" clause of this AgreementContract. (b) 3.18.2 If a Stop Work Order order issued under this Section clause is cancelled or canceled at any time during the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made specified in the delivery schedule, the estimated cost, the fee, if anyOrder, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if:if the (ia) the The Stop Work Order results in an increase in the time required for, or in the Contractor’s Professional's cost properly allocable to, the performance of any part of this Agreement, Contract; and (iib) the Contractor The Professional asserts a claim for such adjustments an adjustment within 30 days after the end of the period of Work work stoppage; provided that, if NYSERDA the Owner decides that the facts justify such action, NYSERDA may receive and act upon any such claim asserted may be received and acted upon at any time prior to final payment under this AgreementContract. (c) 3.18.3 If a Stop Work Order is not cancelled canceled and the Work work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable terminated for default or convenience, 3.18.4 Any adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor in Contract price made pursuant to this Section 12.01 clause shall not be increased or deemed to be increased except by specific written amendment heretodetermined in accordance with the "Price Adjustment" clause of this Contract.

Stop Work Order. (a) NYSERDA NY Green Bank may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA NY Green Bank shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA NY Green Bank decides the facts justify such action, NYSERDA NY Green Bank may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.0113.01, the maximum amount payable by NYSERDA NY Green Bank to the Contractor pursuant to this Section 12.01 13.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, orthe (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may at any timeIf this Contract is issued in support of a U.S. Government prime contract or subcontract, when directed by the U.S. Government, Purchaser may, by written Order order to the ContractorSeller, require the Contractor Seller to stop all all, or any part part, of the Work work called for by this Agreement Contract for a period of up to ninety (90) 90 days after the Stop Work Order order is delivered to the ContractorSeller, and for any further period to which the parties Parties may agree. Any such The order shall be specifically identified as a Stop Work Order stop-work order issued pursuant to under this Sectionparagraph. Upon receipt of such an Orderthe order, the Contractor Seller shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) 90 days after a Stop Work Order stop-work order is delivered to the ContractorSeller, or within any extension of that period to which the parties Parties shall have agreed, NYSERDA Purchaser shall either: : (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, stop- work order; or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work work covered by such the order as provided in the Termination Section paragraph 3 of this Agreement. (b) Contract. If a Stop Work Order stop-work order issued under this Section paragraph is cancelled canceled or the period of the Order order or any extension thereof expires, the Contractor Seller shall resume Workwork. An Purchaser shall make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or Contract price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement Contract shall be modified modified, in writing writing, accordingly, if: (i) . If the Stop Work Order results stop-work order is not canceled and the work covered by the order is terminated in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part accordance with paragraph 3 of this AgreementContract, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the Purchaser shall allow reasonable costs resulting from the Stop Work Order stop-work order in arriving at the termination settlement. If a stop-work order is not canceled and the work covered by the order is terminated for default, Purchaser shall be allowed allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may 1. The Contractor’s Subcontract Representative may, at any time, by written Order order to the ContractorSubcontractor, require the Contractor Subcontractor to stop all all, or any part part, of the Work work called for by this Agreement subcontract for a period of up to ninety (90) 90 days after the Stop Work Order order is delivered to the ContractorSubcontractor, and for any further period to which the parties may agree. Any such The order shall be specifically identified as a Stop Work Order stop‐work order issued pursuant to under this Sectionclause. Upon receipt of such an Orderthe order, the Contractor Subcontractor shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) 90 days after a Stop Work Order stop‐work is delivered to the ContractorSubcontractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel ’s Subcontract Representative shall either – a. Cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt stop‐work order; or b. Terminate the work covered by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section clause of this Agreementsubcontract. (b) 2. If a Stop Work Order stop‐work order issued under this Section clause is cancelled canceled or the period of the Order order or any extension thereof expires, the Contractor Subcontractor shall resume Workwork. An The Contractor’s Subcontract Representative shall make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions terms of the Agreement subcontract that may be affected, and the Agreement subcontract shall be modified modified, in writing writing, accordingly, if:if ‐‐ (i) the Stop Work Order a. The stop‐work order results in an increase in the time required for, or in the ContractorSubcontractor’s cost properly allocable to, the performance of any part of this Agreement, subcontract; and (ii) b. The Subcontractor asserts its right to the Contractor asserts a claim for such adjustments adjustment within 30 days after the end of the period of Work work stoppage; provided that, if NYSERDA the Contractor’s Subcontract Representative decides the facts justify such the action, NYSERDA the Contractor’s Subcontract Representative may receive and act upon any such the claim asserted submitted at any time prior to before final payment under this Agreementsubcontract. (c) 3. If a Stop Work Order stop‐work order is not cancelled canceled and the Work work covered by such Order the order is terminatedterminated for the convenience of the Contractor, the Contractor’s Subcontract Representative shall allow reasonable costs resulting from the Stop Work Order stop‐work order in arriving at the termination settlement. 4. If a stop‐work order is not canceled and the work covered by the order is terminated for default, the Contractor’s Subcontract Representative shall be allowed allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop‐work order. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA At the discretion of OITS or a Purchasing Agency, any of the specific services purchased under this Contract may be canceled without affecting the remainder of the services provided for under the Contract. a. The State may issue a written Stop Work Order to Vendor for cause at any timetime requiring Vendor to suspend or stop all, by written Order to the Contractor, require the Contractor to stop all or any part part, of the Work called for by performance due under this Agreement Contract for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and Vendor. The 90-day period may be extended for any further period to for which the parties may agree. Any such order . b. The Stop Work Order shall be specifically identified as a Stop Work Order such and shall indicate that it is issued pursuant to under this Sectionterm. Upon receipt of such an the Stop Work Order, the Contractor Vendor shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of incurring costs allocable to the Work work covered by the Stop Work Order during the period of work stoppage consistent with public health and safetysuspension or stoppage. Within a period of ninety (90) 90 days after a Stop Work Order is delivered to the ContractorVendor, or within any extension of that period to which the parties shall have agreedagree, NYSERDA shall the State Shall either: (i) by written notice to the Contractor, cancel i. Cancel the Stop Work Order, which shall be effective or ii. Terminate the work covered by the Stop Work Order as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided for in the Termination Section termination for default or termination for convenience clause of this AgreementContract. (b) c. If a Stop Work Order issued under this Section clause is cancelled canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor Vendor shall resume Workwork. An The State shall make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyContract price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement Contract shall be modified modified, in writing writing, accordingly, if: (i) the i. The Stop Work Order results in an increase in the time required for, or in the Contractor’s Vendor's cost properly allocable to, to the performance of any part of this AgreementContract, and ii. The Vendor asserts its right to an equitable adjustment within thirty (ii30) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work work stoppage; provided that, that if NYSERDA the State decides the facts justify such the action, NYSERDA the State may receive and act upon any such claim asserted a proposal submitted at any time prior to before final payment under this AgreementContract. (c) d. If a Stop Work Order is not cancelled canceled and the Work work covered by such the Stop Work Order is terminatedterminated in accordance with the provision entitled Termination for Convenience of the State, the State shall allow reasonable direct costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwisein arriving at the termination settlement. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 e. The State shall not be increased or deemed liable to be increased except by specific written amendment heretothe Vendor for loss of profits because of a Stop Work Order issued term.

Stop Work Order. (a) NYSERDA may at any time, by written Order to the Contractor, require the Contractor Contra tor to stop all or any ny part of the Work called for by this Agreement for a period of up to ninety (90) days after afte the Stop Work Order is delivered to the Contractor, and for any further period fur her p riod to which the parties may agree. Any such order shall be specifically identified as a Stop Work W k Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable too, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments adjus ments within 30 days after the end of the period of Work stoppage; provided that, tha if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim cl m asserted at any time me prior to final payment under this Agreement.eement (c) If a Stop Work Order is not cancelled and the he Work covered overed by such Order is terminated, the reasonable costs resulting from the Stop S op Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the t Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except excep by specific written amendment hereto.

Stop Work Order. PARCC may direct the Contractor to stop work under this Agreement at any time (a“Stop Work Order”). The Contractor will be reimbursed only for those costs actually incurred prior to the Stop Work Order. (A) NYSERDA may Under the Prime Agreement, the Procurement Officer may, at any time, by written Order order to the ContractorPARCC, require PARCC to stop all or any part of the Work called for by the Prime Agreement. After the order is delivered to PARCC, and for any further period to which the parties may agree, the Procurement Officer may also cancel the stop Work order or terminate the Work covered by such order. Immediately upon receipt of any stop Work order that affects the Work called for under this Contract, PARCC shall direct Contractor to stop all or any part of the Work called for by under this Agreement Contract for a period of up to ninety (90) days after the Stop Work Order is delivered corresponding to the Contractorperiod of the Procurement Officer’s order to PARCC or any agreed to extensions thereof, and for any further or such other period to which the parties PARCC and Contractor may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (bB) If a Stop Work Order issued to Contractor under this Section article is cancelled canceled by PARCC or the period of the Order such order or any extension thereof expires, the Contractor shall resume WorkWork upon receipt of written notice by PARCC to do so. An In such event, an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, schedule or a combination thereof, and in any other provisions cost of the this Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i1) the The Stop Work Order results resulted in an increase or decrease in the cost of or the time required for, or in the Contractor’s cost properly allocable to, for the performance of any part of the Work to be performed under this Agreement, Contract and, (ii2) the Contractor asserts a claim for such adjustments adjustment within 30 thirty (30) days after the end of the period of Work stoppage; provided that, if NYSERDA decides stoppage and, (3) Said claim is approved by the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this AgreementProcurement Officer or Client. (cC) If a Stop Work Order is not cancelled canceled and the Work covered by such Order order is terminatedterminated by PARCC either for convenience or default, such termination shall be handled in accordance with the reasonable “Termination” provisions of this Contract. Reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwiseas part of the termination settlement. (dD) Notwithstanding In the provisions of this Section 12.01, the maximum amount payable by NYSERDA to event that the Contractor pursuant receives an order to this Section 12.01 shall not stop work and is unable to provide continued funding for personnel on the project or is unable to assure that it will be increased or deemed able to be increased except by specific resume work using such personnel, Contractor may immediately issue a written amendment heretotermination notice to PARCC.

Stop Work Order. (a) NYSERDA may 17.1 The Contractor may, at any time, by written Order order to the ContractorSubcontractor, require the Contractor Subcontractor to stop all all, or any part part, of the Work work called for by this Agreement Subcontract for a period of up to ninety (90) 90 days after the Stop Work Order stop-work order is delivered to the ContractorSubcontractor, and for any further period to which the parties may agree. Any such The order shall be specifically identified as a Stop Work Order stop-work order issued pursuant to under this Sectionclause. Upon receipt of such an Orderthe order, the Contractor Subcontractor shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) 90 days after a Stop Work Order stop-work order is delivered to the ContractorSubcontractor, or within any extension of that period to which the parties shall have agreed, NYSERDA the Contractor shall either:either — (i) by written notice to 1. Cancel the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, stop-work order; or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) 17.2 If a Stop Work Order stop-work order issued under this Section clause is cancelled canceled or the period of the Order order or any extension thereof expires, the Subcontractor shall resume work. The Contractor shall resume Work. An make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, schedule or a combination thereof, and in any other provisions of the Agreement that may be affectedsubcontract price or both, and the Agreement Subcontract shall be modified modified, in writing writing, accordingly, if:if — (i) the Stop Work Order 1. The stop-work order results in an increase in the time required for, or in the ContractorSubcontractor’s cost costs properly allocable to, the performance of any part of this Agreement, Subcontract; and (ii) the Contractor 2. The Subcontractor asserts a claim for such adjustments the adjustment within 30 20 business days after the end of the period of Work work stoppage; provided provided, that, if NYSERDA the Contractor decides the facts justify such the action, NYSERDA the Contractor may receive and act upon any such the claim asserted at any time prior to before final payment under this AgreementSubcontract. (c) 17.3 If a Stop Work Order stop-work order is not cancelled canceled and the Work work covered by such Order the order is terminatedterminated in accordance with the Termination for Convenience Clause, the Contractor shall allow reasonable costs resulting from the Stop Work Order stop-work order in arriving at the termination settlement. 17.4 If stop-work order is not canceled and the work covered by the order is terminated for default, the Contractor shall be allowed allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA The Consortium may at any time, by written Order order to the ContractorContractor (a “Stop Work Order”), require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an a Stop Work Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Stop Work Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA the Consortium shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order Stop Work Order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA the Consortium decides the facts justify such action, NYSERDA the Consortium may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. The remedies set forth herein shall be Contractor’s sole and exclusive remedies arising out of, or relating to, a Stop Work Order. (c) If a Stop Work Order is not cancelled and the Work covered by such Stop Work Order is terminated, the reasonable costs resulting from the Stop Work Order shall shall, if permitted under the terms of the NYSERDA Funding Agreement, be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA the Consortium to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may 17.1 The Purchaser may, at any time, by written Order order to the Contractor, require the Contractor to stop all all, or any part part, of the Work called for by this Agreement Contract for a period of up to ninety (90) days after the Stop Work Order order is delivered to the Contractor, and for any further period to which the parties Parties may agree. . 17.2 Any such stop work order shall be specifically identified as a Stop Work Order stop work order issued pursuant to this SectionClause (the “Stop Work Order”). The Stop Work Order may include a description of the Work to be suspended, instructions concerning the Contractor’s issuance of further orders for material or services, guidance to the Contractor on actions to be taken on any Sub- contracts and any suggestion to the Contractor for minimizing costs. 17.3 Upon receipt of such an a Stop Work Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of minimise costs incurred allocable to the Work covered by the Stop Work Order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties Parties shall have agreed, NYSERDA the Purchaser shall either: (i) by written notice to the Contractor, 17.3.1 cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, ; or (ii) 17.3.2 terminate the Work covered by such order Stop Work Order as provided in Clause 40 (Termination for Convenience of the Termination Section of this AgreementPurchaser). (b) 17.4 If a Stop Work Order issued under this Section Clause is cancelled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume Work. work. 17.5 An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or Contract price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement Contract shall be modified in writing accordingly, if: (i) 17.5.1 the Stop Work Order results in an increase in the time required for, or in the Contractor’s 's cost properly allocable to, the performance of any part of this AgreementContract, and; (ii) 17.5.2 the Contractor asserts a claim Claim for such adjustments adjustment within 30 thirty (30) days after the end of the period of Work work stoppage; provided that, if NYSERDA the Purchaser decides the facts justify such action, NYSERDA he may receive and act upon any such claim asserted at any time a later date but prior to final payment under this AgreementContract. (c) 17.6 If a Stop Work Order is not cancelled and the Work covered by such Stop Work Order is terminated, terminated for the convenience of the Purchaser the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwisein The Contract General Provisions arriving at the termination settlement. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA The Consortium may at any time, by written Order order to the ContractorContractor (a “Stop Work Order”), require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an a Stop Work Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Stop Work Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA the Consortium shall either: : (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or or (ii) terminate the Work covered by such order Stop Work Order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: : (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA the Consortium decides the facts justify such action, NYSERDA the Consortium may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. The remedies set forth herein shall be Contractor’s sole and exclusive remedies arising out of, or relating to, a Stop Work Order. (c) If a Stop Work Order is not cancelled and the Work covered by such Stop Work Order is terminated, the reasonable costs resulting from the Stop Work Order shall shall, if permitted under the terms of the Funding Agreements be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA the Consortium to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may 19.1 Contractor may, at any time, by written Order order to the ContractorSubcontractor, require the Contractor Subcontractor to stop all all, or any part part, of the Work work called for by this Agreement Subcontract for a period of up to ninety (90) days after the Stop Work Order order is delivered to the ContractorSubcontractor, and for any further period to which the parties Parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this SectionArticle. Upon receipt of such an Ordera written order, the Contractor Subcontractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work work covered by the Order order during the period of work stoppage consistent with public health and safetystoppage, but this shall not apply to prepaid services. Within a period of ninety (90) days after a Stop Work Order stop work order is delivered to the ContractorSubcontractor, or within any extension of that period to which the parties Parties shall have agreed, NYSERDA Contractor shall either: (i) by written notice to the Contractor, either cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, stop work order or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work work covered by such order as provided in the Termination Section accordance with “Termination” Article of this AgreementSubcontract. (b) 19.2 If a Stop Work Order stop work order issued under this Section Article is cancelled canceled or the period of the Order order or any extension thereof expires, the Subcontractor shall resume work. Contractor shall resume Work. An make an equitable adjustment shall be made in the delivery schedulePerformance or Delivery Schedule, the estimated costEstimated Cost, the fee, if anyFixed Fee, or a combination thereof, and in any other provisions of the Agreement Subcontract that may be affected, and the Agreement Subcontract shall be modified modified, in writing writing, accordingly, if: (ia) the Stop Work Order stop work order results in an increase in the time required for, or in the ContractorSubcontractor’s cost costs properly allocable to, the performance of any part of this AgreementSubcontract, and (iib) the Contractor Subcontractor asserts a claim for such adjustments adjustment within 30 thirty (30) days after the end of the period of Work work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) 19.3 If a Stop Work Order stop work order is not cancelled canceled and the Work work covered by such Order order is terminatedterminated for the convenience of Contractor, the reasonable costs resulting from the Stop Work Order stop work order shall be allowed in arriving at the termination settlement. 19.4 If a stop work order is not canceled and the work covered by such order is terminated for default, Contractor shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop work order. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 19.5 Stop work orders shall not be increased apply to prepaid services and shall not qualify Contractor for a refund or deemed to be increased except by specific written amendment heretorebate of prepaid amounts.

Stop Work Order. (a) NYSERDA may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) 90 days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) 90 days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA The State may issue a written Stop Work Order to Vendor for cause at any timetime requiring Vendor to suspend or stop all, by written Order to the Contractor, require the Contractor to stop all or any part part, of the Work called for by performance due under this Agreement Contract for a period of up to ninety (90) days after the Stop Work Order is delivered to the Contractor, and Vendor. The ninety (90) day period may be extended for any further period to for which the parties may agree. Any such order . a) The Stop Work Order shall be specifically identified as a Stop Work Order such and shall indicate that it is issued pursuant to under this Sectionterm. Upon receipt of such an the Stop Work Order, the Contractor Vendor shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of incurring costs allocable to the Work work covered by the Stop Work Order during the period of work stoppage consistent with public health and safetysuspension or stoppage. Within a period of ninety (90) days after a Stop Work Order is delivered to the ContractorVendor, or within any extension of that period to which the parties shall have agreedagree, NYSERDA the State shall either: (i) by written notice to the Contractor, cancel Cancel the Stop Work Order, which shall be effective or ii) Terminate the work covered by the Stop Work Order as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided for in the Termination Section termination for default or the termination for convenience clause of this AgreementContract. (b) If a Stop Work Order issued under this Section clause is cancelled canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor Vendor shall resume Workwork. An The State shall make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyContract price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement Contract shall be modified modified, in writing writing, accordingly, if: (i) the The Stop Work Order results in an increase in the time required for, or in the ContractorVendor’s cost properly allocable to, to the performance of any part of this AgreementContract, and (ii) the Contractor The Vendor asserts a claim for such adjustments its right to an equitable adjustment within 30 thirty (30) days after the end of the period of Work work stoppage; provided that, that if NYSERDA the State decides the facts justify such the action, NYSERDA the State may receive and act upon any such claim asserted a proposal submitted at any time prior to before final payment under this AgreementContract. (c) If a Stop Work Order is not cancelled canceled and the Work work covered by such the Stop Work Order is terminatedterminated in accordance with the provision entitled Termination for Convenience of the State, the State shall allow reasonable direct costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwisein arriving at the termination settlement. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 The State shall not be increased or deemed liable to be increased except by specific written amendment heretothe Vendor for loss of profits because of a Stop Work Order issued under this term.

Stop Work Order. (a) NYSERDA may UCAR may, at any time, by written Order order to the ContractorSubcontractor, require the Contractor Subcontractor to stop all all, or any part part, of the Work called for by this Agreement Subcontract for a period of up to ninety (90) days Days after the Stop Work Order order is delivered to the ContractorSubcontractor, and for any further period to which the parties may agree. Any such The order shall be specifically identified as a Stop stop-Work Order order issued pursuant to under this SectionArticle. Upon receipt of such an Orderthe order, the Contractor Subcontractor shall forthwith immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order order during the period of work stoppage consistent with public health and safetyWork stoppage. Within a period of ninety (90) days Days after a Stop stop-Work Order order is delivered to the ContractorSubcontractor, or within any extension of that period to which the parties shall have agreed, NYSERDA UCAR shall either: (i) by written notice to 1. Cancel the Contractor, cancel the Stop stop-Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, order; or (ii) terminate 2. Terminate the Work covered by such the order as provided in the Article 20, “Termination Section of this Agreementfor Convenience,” or Article 21, “Termination for Default. (b) ” If a Stop stop-Work Order order issued under this Section Article is cancelled canceled or the period of the Order order or any extension thereof expires, the Contractor Subcontractor shall resume Work. An UCAR shall make an equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or contract price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement contract shall be modified in writing accordingly, if: (i) if the Stop stop-Work Order order results in an increase in the time required for, for or in the ContractorSubcontractor’s cost properly allocable to, to the performance of any part of this Agreement, and Subcontract; and the Subcontractor asserts it right to the adjustment within thirty (ii30) the Contractor asserts a claim for such adjustments within 30 days Days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) . If a Stop stop-Work Order order is not cancelled canceled and the Work covered by such Order the order is terminatedterminated pursuant to either Article 20, the “Termination for Convenience,” or Article 21, “Termination for Default,” UCAR shall allow reasonable costs resulting from the Stop stop-Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding order in arriving at the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.termination settlement.‌

Stop Work Order. (a) NYSERDA may 17.1. The Purchaser may, at any time, by written Order order to the Contractor, require the Contractor to stop all all, or any part part, of the Work called for by this Agreement Contract for a period of up to ninety (90) days after the Stop Work Order order is delivered to the Contractor, and for any further period to which the parties Parties may agree. 17.2. Any such stop work order shall be specifically identified as a Stop Work Order stop work order issued pursuant to this SectionClause (the “Stop Work Order”). The Stop Work Order may include a description of the Work to be suspended, instructions concerning the Contractor’s issuance of further orders for material or services, guidance to the Contractor on actions to be taken on any Sub- contracts and any suggestion to the Contractor for minimizing costs. 17.3. Upon receipt of such an a Stop Work Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of minimise costs incurred allocable to the Work covered by the Stop Work Order during the period of work stoppage consistent with public health and safetystoppage. Within a period of ninety (90) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties Parties shall have agreed, NYSERDA the Purchaser shall either: (i) by written notice to the Contractor, 17.3.1. cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, ; or (ii) 17.3.2. terminate the Work covered by such order Stop Work Order as provided in Clause 40 (Termination for Convenience of the Termination Section of this AgreementPurchaser). (b) 17.4. If a Stop Work Order issued under this Section Clause is cancelled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume Workwork. 17.5. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if anyschedule or Contract price, or a combination thereof, and in any other provisions of the Agreement that may be affectedboth, and the Agreement Contract shall be modified in writing accordingly, if: (i) 17.5.1. the Stop Work Order results in an increase in the time required for, or in the Contractor’s 's cost properly allocable to, the performance of any part of this AgreementContract, and (ii) 17.5.2. the Contractor asserts a claim Claim for such adjustments adjustment within 30 thirty (30) days after the end of the period of Work work stoppage; provided that, if NYSERDA the Purchaser decides the facts justify such action, NYSERDA he may receive and act upon any such claim asserted at any time a later date but prior to final payment under this AgreementContract. (c) 17.6. If a Stop Work Order is not cancelled and the Work covered by such Stop Work Order is terminated, terminated for the convenience of the Purchaser the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwisein arriving at the termination settlement. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.

Stop Work Order. (a) NYSERDA may at any time, by written Order to the Contractor, require the Contractor to stop all or any part of the Work called for by this Agreement for a period of up to ninety (90) 90 days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Section. Upon receipt of such an Order, the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Order during the period of work stoppage consistent with public health and safety. Within a period of ninety (90) 90 days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, NYSERDA shall either: (i) by written notice to the Contractor, cancel the Stop Work Order, which shall be effective as provided in such cancellation notice, or if not specified therein, upon receipt by the Contractor, or (ii) terminate the Work covered by such order as provided in the Termination Section of this Agreement. (b) If a Stop Work Order issued under this Section is cancelled or the period of the Order or any extension thereof expires, the Contractor shall resume Work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, if any, or a combination thereof, and in any other provisions of the Agreement that may be affected, and the Agreement shall be modified in writing accordingly, if: (i) the Stop Work Order results in an increase in the time required for, or in the Contractor’s 's cost properly allocable to, the performance of any part of this Agreement, and (ii) the Contractor asserts a claim for such adjustments within 30 days after the end of the period of Work stoppage; provided that, if NYSERDA decides the facts justify such action, NYSERDA may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. (c) If a Stop Work Order is not cancelled and the Work covered by such Order is terminated, the reasonable costs resulting from the Stop Work Order shall be allowed by equitable adjustment or otherwise. (d) Notwithstanding the provisions of this Section 12.01, the maximum amount payable by NYSERDA to the Contractor pursuant to this Section 12.01 shall not be increased or deemed to be increased except by specific written amendment hereto.