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17.1 As the Work is performed, conditions may change or circumstances <br />outside Siemens' reasonable control may develop which would require Siemens to expend <br />additional costs, effort or time to complete the Work, in which case Siemens will notify the <br />City. No work outside the scope of this Agreement may be performed or payment made <br />without prior change order or written amendment between Siemens and City. <br />17.2 In the event conditions or circumstances require the Work to be <br />suspended or terminated, Siemens shall be compensated for Work previously performed and <br />for costs reasonably incurred in connection with the suspension or termination. <br />17.3 Either Party may request additions, deletions, modifications or <br />changes to the Work. Any such requests shall only become effective upon execution of a <br />change order or written amendment by authorized representatives of both Parties. <br />17.4 Subject to submittals to City for approval, such approval will not be <br />unreasonably withheld. Siemens may, in its sole discretion, substitute alternative parts, goods <br />or equipment in the performance of the Work, provided that any such substitution shall be of <br />an equal or better quality. <br />17.5 Where Siemens is prevented from completing any part of the Work <br />within the contract times (or milestones) due to delay beyond the control of Siemens, an <br />extension of contract times (or milestones) in an amount equal to the time loss due to such <br />delay shall be the Siemens' sole and exclusive remedy for such delay. City shall not be liable <br />to Siemens, any subcontractor, any supplier, or any other person or organization, or to any <br />surety for or employee or agent of any of them, for damages or extra costs of any type arising <br />out of or resulting from (i) delays caused by or within the control of Siemens, or (ii) delays <br />beyond the control of both Parties including but not limited to fires, floods, epidemics, <br />unusually severe weather conditions, earthquakes and acts of God or acts or neglect by utility <br />owners. In the event of such delay or failure, the time for performance shall be extended by a <br />period equal to the time lost plus a reasonable recovery period. <br />17.6 Termination. City may cancel this Agreement at any time and <br />without cause upon written notification to Siemens. In the event of such termination, <br />Siemens shall be entitled to compensation for services performed to the effective date of <br />termination, as well as the reasonable, direct costs (including reasonable overhead and prafit) <br />associated with such termination; City, however, may condition payment of such <br />compensation upon Siemens delivering to City any or all Deliverables in connection with this <br />Agreement. <br />17.7 Extension. City may, at its sole and exclusive discretion, extend the <br />end date of this Agreement beyond that provided for in Section 3.1. Any such extension <br />shall be specified in writing by the City. Siemens understands and agrees that if City issues <br />such an extension, City shall have no obligation to provide Siemens with compensation <br />beyond the maximum amount provided for in this Agreement. Similarly, unless authorized <br />by the City, City shall have no obligation to reimburse Siemens for any otherwise <br />reimbursable expenses incurred during the extension period. <br />WPCP Cogeneration 090808 -Page 25 of 60 <br />