Common use of EXECUTION, CORRELATION AND INTENT Clause in Contracts

EXECUTION, CORRELATION AND INTENT. 1.2.1 Execution of the Contract by XXXX is conclusive that XXXX has visited the Work site, become familiar with local conditions under which the Work will be performed, and fully informed itself as to conditions and matters which can affect the Work or costs. XXXX further agrees that it has carefully correlated personal observations with requirements of the Contract. 1.2.2 The Contract Documents and Modifications have been read and carefully considered by XXXX, who understands and agrees to their sufficiency for the Work. The Contract may not be more strongly construed against the City than against XXXX and Surety. 1.2.3 XXXX shall include all items necessary for proper execution and completion of the Work in strict accordance with the Contract Documents and reasonably inferable therefrom. 1.2.4 Reference to standard specifications, manuals, or codes of a technical society, organization, or association, or to laws or regulations of a governmental authority, whether specific or implied, mean the latest edition in effect as of date of written agreement as to a CGMP or the GMP), except as may be otherwise specifically stated in the Contract Documents. 1.2.5 No provision of any referenced standard, specification, or manual changes the duties and responsibilities of the City, Director, XXXX, or Design Consultant from those set forth in the Contract. 1.2.6 Organization of Specifications into divisions, sections, and articles and arrangement of Drawings does not control XXXX in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.7 Unless otherwise defined in the Contract, words which have well‑known construction industry technical meanings are used in the Contract in accordance with these recognized meanings. 1.2.8 Where the words “directed,” “required,” “permitted,” “ordered,” “designated,” “prescribed,” or words of like import are used, it shall mean the direction, requirement, permission, order, designation, or prescription of Director unless explicitly stated otherwise. The words “approved,” “acceptable,” “satisfactory,” or words of like import, shall mean approved by, or acceptable to, or satisfactory to Director, unless explicitly stated otherwise. 1.2.9 Reference to a specific requirement of a cited standard shall include all general requirements of the entire cited standard pertinent to the specific reference.

EXECUTION, CORRELATION AND INTENT. ‌ 1.2.1 Execution Contractor shall furnish all Work required for the construction and administration of the Project as set forth in the Contract by XXXX is conclusive that XXXX has visited Documents or as reasonably inferable from the Work siteDrawings and Specifications to produce a completed, become familiar with local conditions under which the Work will be performedfully operational, and fully informed itself as to conditions functional Project suitable for Owner’s intended purposes. Contractor shall be responsible for performing and matters which can affect coordinating the Work or costs. XXXX further agrees that it has carefully correlated personal observations with requirements total construction of the Contract. 1.2.2 The Contract Documents Project, including the coordination of all labor, materials, facilities, utilities, equipment, insurance, taxes and Modifications have been read and carefully considered by XXXX, who understands and agrees to their sufficiency for the Work. The Contract may not be more strongly construed against the City than against XXXX and Surety. 1.2.3 XXXX shall include all other items necessary for the proper execution and completion of the Work within the Key Completion Times for the Contract Price. Lists of “Work Included,” “Scope” or “Description of Work” are not intended to enumerate each and every item of Work or appurtenances required. Words which have well-known technical or trade meanings are used herein in strict accordance with such recognized meanings. 1.2.2 Contractor represents that (i) it is financially solvent; (ii) it is qualified to conduct business in the State of Michigan; (iii) it has all required licenses and permits necessary in connection with performance by Contractor hereunder (all such licenses and permits shall be at Contractor’s sole cost and expense); (iv) it has the expertise and authority to perform its obligations under the Contract Documents; (v) it has inspected the Project and the Work and familiarized itself with the local conditions (including, both all physical conditions and all local codes, laws and applicable regulations) under which the Work is to be performed; (vi) it is familiar with all applicable federal, state, and local laws, ordinances and regulations which may, in any way, affect the Project and the Work or those employed therein; and (vii) the Contract Price is the agreed amount for all the Work, including all risks, hazards, and difficulties in connection therewith assumed by Contractor under the Contract Documents. Contractor shall ensure that the foregoing representations are included in any Subcontract. 1.2.3 Where codes, standards, requirements and publications of public and private bodies are referred to in the Specifications, references shall be understood to be to the latest revision prior to the date of execution of the Agreement, except where otherwise indicated. 1.2.4 Where no explicit quality or standards for materials or workmanship are established for Work, such Work is to be of new, high quality for the intended use and workmanship shall be consistent with the best practices of that particular trade, skill and function. 1.2.5 All manufactured articles, materials, and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the Contract Documents manufacturer’s written or printed directions and reasonably inferable therefrom. 1.2.4 Reference to standard specifications, manuals, or codes of a technical society, organization, or association, or to laws or regulations of a governmental authority, whether specific or implied, mean the latest edition in effect as of date of written agreement as to a CGMP or the GMP), except as may be instructions unless otherwise specifically stated indicated in the Contract Documents. 1.2.5 No provision of any referenced standard, specification, or manual changes the duties and responsibilities of the City, Director, XXXX, or Design Consultant from those set forth in the Contract. 1.2.6 Organization of Specifications into divisions, sections, and articles and arrangement of Drawings does not control XXXX in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.7 Unless otherwise defined in the Contract, words which have well‑known construction industry technical meanings are used in the Contract in accordance with these recognized meanings. 1.2.8 Where the words “directed,” “required,” “permitted,” “ordered,” “designated,” “prescribed,” or words of like import are used, it shall mean the direction, requirement, permission, order, designation, or prescription of Director unless explicitly stated otherwise. The words “approved,” “acceptable,” “satisfactory,” or words of like import, shall mean approved by, or acceptable to, or satisfactory to Director, unless explicitly stated otherwise. 1.2.9 Reference to a specific requirement of a cited standard shall include all general requirements of the entire cited standard pertinent to the specific reference.

EXECUTION, CORRELATION AND INTENT. 1.2.1 The Construction Documents have been read and carefully considered by XXXX who understands and agrees to their sufficiency for the Work. XXXX represents that it is not aware of any insufficiency or defect in the Contract Documents. Execution of the Contract Agreement by XXXX is conclusive that XXXX it has visited the Work site, become familiar with local conditions under which the Work will be performed, and fully informed itself as to conditions and matters which can affect the Work or costs. XXXX further agrees that it has carefully correlated personal observations with requirements of the Contract. 1.2.2 Contract Documents. The Contract Documents and Modifications have been read and carefully considered by XXXX, who understands and agrees to their sufficiency for the Work. The Contract may shall not be more strongly construed against the City HFH than against XXXX and SuretyXXXX. 1.2.3 1.2.2 XXXX shall include all items necessary for proper execution and completion of the Work in strict accordance with the Contract Documents and reasonably inferable therefrom. 1.2.4 1.2.3 Reference to standard specifications, manuals, or codes of a technical society, organization, or association, or to laws or regulations of a governmental authority, whether specific or implied, mean the latest edition in effect as of date of written agreement as to a CGMP or the GMP for the portion of the Work covered by that GMP), except as may be otherwise specifically stated in the Contract Documents. 1.2.5 1.2.4 No provision of any referenced standard, specification, or manual changes the duties and responsibilities of the City, Director, XXXX, HFH or Design Consultant HFH from those set forth in the ContractContract Documents. 1.2.6 1.2.5 Organization of Specifications into divisions, sections, and articles and arrangement of Drawings does not control XXXX in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.7 1.2.6 Unless otherwise defined in the ContractContract Documents, words which have well‑known well-known construction industry technical meanings are used in the Contract Documents in accordance with these recognized meanings. 1.2.7 Any ambiguity or uncertainty in Drawings, Specifications, Addenda, and Modifications shall be interpreted and construed by HFH and HFH’s decision shall be final and binding upon all parties. 1.2.8 Where the words “directed,” “required,” “permitted,” “ordered,” “designated,” “prescribed,” or words of like import are used, it shall mean the direction, requirement, permission, order, designation, or prescription of Director HFH unless explicitly stated otherwise. The words “approved,” “acceptable,” “satisfactory,” or words of like import, shall mean approved by, or acceptable to, or satisfactory to DirectorHFH, unless explicitly stated otherwise. 1.2.9 Reference to a specific requirement of a cited standard shall include all general requirements of the entire cited standard pertinent to the specific reference.

EXECUTION, CORRELATION AND INTENT. §1.2.1 The Contract Documents shall be signed by the Owner and Contractor as provided in the Agreement. If either the Owner or Contractor or both do not sign all of the Contract Documents, the Consultant shall identify such unsigned Documents upon request. §1.2.2 Execution of the Contract by XXXX the Contractor is conclusive a representation that XXXX the Contractor has visited the Work siteProject site or, if the Project site has not yet been constructed, has reviewed the documents pertaining thereto, has become familiar with local conditions under which the Work will is to be performed, performed and fully informed itself as to conditions and matters which can affect the Work or costs. XXXX further agrees that it has carefully correlated personal observations with requirements of the ContractContract Documents. 1.2.2 The §1.2.2.1 Contractor represents to Owner that Contractor has investigated the Project site and has fully reviewed all of the Contract Documents and Modifications have been read that based on such investigation and carefully considered by XXXXreview, who understands and agrees to their sufficiency Contractor has determined that it can complete the Work for the WorkContract Sum within the Contract Time. The Contractor further represents that it has made its own determination regarding the suitability of the site for the Work to be performed by the Contractor under the Contract may not be more strongly construed against Documents and that it accepts the City than against XXXX site in its existing “AS IS,” “WHERE IS” condition and Surety“WITH ANY AND ALL FAULTS,” without representation or warranty by Owner of any kind, express or implied, as to the site’s suitability, compliance with applicable laws or fitness for any particular purpose. §1.2.3 XXXX It is intended that the Contract Documents shall include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. In the event of a conflict or inconsistency in strict accordance with or among the Contract Documents, or between the Contract Documents and reasonably inferable therefromany applicable laws, statutes, ordinances or regulations or codes in effect at the time the Contract Sum is bid or negotiated, the provision most favorable to the Owner shall control. §1.2.4 Reference to standard specifications, manuals, or codes of a technical society, organization, or association, or to laws or regulations of a governmental authority, whether specific or implied, mean the latest edition in effect as of date of written agreement as to a CGMP or the GMP), except as may be otherwise specifically stated in the Contract Documents. 1.2.5 No provision of any referenced standard, specification, or manual changes the duties and responsibilities Organization of the City, Director, XXXX, or Design Consultant from those set forth in the Contract. 1.2.6 Organization of Specifications Specification into divisions, sectionssections and articles, and articles and arrangement of Drawings does shall not control XXXX the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. The Contractor and all Subcontractors shall refer to all Contract Documents, including those not specifically showing the Work of their specialized trades, and shall perform all Work necessary to produce the results shown or reasonably inferable therefrom. 1.2.7 §1.2.5 Unless otherwise defined stated in the ContractContract Documents, words which have well‑known construction industry well- known technical or trade meanings are used in the Contract Documents in accordance with these such recognized meanings. 1.2.8 Where §1.2.6 When more than one material, brand or process is specified for a particular item of work accompanied by the words “directedAlternate,” “required,” “permitted,” “ordered,” “designated,” “prescribed,” a separate bid shall be given for such item. The choice shall be the Owner’s. The Contract Sum shall be appropriately modified according to the Alternate accepted. §1.2.7 Where a specific standard (i.e. ASTM, ACI, FS, NEMA) appears in the Contract Documents, the latest most current edition of such standard shall be applicable unless otherwise noted. §1.2.8 Work for which no explicit quality or words standards of like import are materials and/or workmanship is defined in the Contract Documents shall be of good quality for the intended use, and consistent with the quality of the surrounding Work and of the construction of the Project generally. §1.2.9 All manufactured articles, materials and equipment shall be applied, installed, connected, erected, used, it cleaned, and conditioned in accordance with the manufacturers’ written instructions, unless specifically indicated otherwise in the Contract Documents. §1.2.10 The Drawings are generally made to scale, but all working dimensions shall mean be taken from the direction, requirement, permission, order, designationfigured dimensions, or prescription of Director unless explicitly stated otherwiseby actual measurements taken at the job, and not by scaling the Drawings. The words “approved,” “acceptable,” “satisfactory,” Whether or words of like importnot an error is believed to exist, deviation from the Drawings and the dimensions given thereon shall mean approved bybe made only after approval in writing from the Consultant and Owner. §1.2.11 Where the Work is to fit with existing conditions or work to be performed by others, the Contractor shall fully and completely join the Work with such conditions or acceptable to, or satisfactory to Directorwork, unless explicitly stated otherwiseotherwise specified. 1.2.9 Reference to a specific requirement of a cited standard shall include all general requirements of the entire cited standard pertinent to the specific reference.

EXECUTION, CORRELATION AND INTENT. 1.2.1 Execution of 1.4.1 By executing the Contract by XXXX is conclusive that XXXX has visited the Work siteGMP Amendment, become familiar with local conditions under which the Work Contractor will be performed, and fully informed itself as to conditions and matters which can affect the Work or costs. XXXX further agrees representing that (i) it has carefully correlated personal observations with requirements of studied and compared the Contract. 1.2.2 The Contract Documents with each other and Modifications have been read with the other information furnished by Walmart, and carefully considered by XXXXhas clarified and resolved all questions, who understands uncertainties, ambiguities and agrees inconsistencies relating to their sufficiency for the Work. The Contract may not be more strongly construed against the City than against XXXX Documents, Contractor's bid, and Surety. 1.2.3 XXXX shall include all items necessary for proper execution and completion of the Work in strict accordance with required of Contractor pursuant to this Contract; (2) the GMP therein is adequate to compensate Contractor for all Work required by or reasonably inferable from the Contract Documents and reasonably inferable therefrom. 1.2.4 Reference is sufficient to standard specificationsfinance the costs of all labor, manualswork, services, material and equipment needed to fully, timely and properly perform such Work; (3) it has either (i) confirmed that the Contract Time established by this Contract is adequate to allow Contractor to complete its Work fully and properly within the time established, or codes (ii) agreed to the modification of a technical society, organization, or association, or to laws or regulations of a governmental authority, whether specific or implied, mean the latest edition Contract Time as set forth in effect as of date of written agreement as to a CGMP or the GMPGMP Amendment; (4), except as may be Contractor has available and will supply sufficient manpower (including necessary supervision and support services) to complete its Work, fully and properly, within the Contract Time; and (5) Contractor otherwise specifically stated has and will supply sufficient personnel and resources to perform its Work in a full, timely and proper manner and to comply with all of the terms and conditions set forth in the Contract Documents. Contractor expressly acknowledges and agrees, based on the foregoing, that it will not be entitled to any increase in the GMP and/or any extension in the Contract Time and will not be entitled to any increased compensation or other damages of any kind or nature, based on any claim that Contractor's bid was based on a mistake or misunderstanding as to the requirements of the Contract Documents, or based on any other claim that Contractor misconstrued, misinterpreted, misread, mistook or otherwise failed to understand all of the terms and conditions of the Contract Documents and/or Contractor's Work on the Project as set forth therein. 1.2.5 No provision of any referenced standard1.4.2 The Contract Documents, specificationDrawings, or manual changes the duties Specifications and responsibilities other documents are to be considered as cooperative and complementary, and what is required by one shall be as binding as if required by all. 1.4.3 Organization of the City, Director, XXXX, or Design Consultant from those set forth in the Contract. 1.2.6 Organization of Specifications into divisions, sectionssections and articles, and articles and arrangement of Drawings does shall not control XXXX Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.7 Unless otherwise defined in . Contractor shall be responsible for assigning or dividing the ContractWork among Subcontractors as necessary for the full and timely completion of all construction required by any of the Contract Documents, words which have well‑known construction industry technical meanings are used whether or not the Contract Documents specifically identify the trade or type of Subcontractor responsible for each element of the Work, or assign or divide each element of the Work to or among different Subcontractors. The failure of the Contract Documents to identify the trade or type of Subcontractor responsible for each element of the Work or to assign or divide the Work to or among different Subcontractors shall not entitle Contractor to any additional or extra compensation from Walmart. If an element of the Work is included in the Contract Documents but is not specifically identified to a section of the Specifications, Contractor nonetheless shall be responsible for doing the Work and shall not be entitled to any increase in accordance with these recognized meaningsthe GMP on account of said Work or as a result of the failure to identify such Work to a particular section of the Specifications. 1.2.8 Where 1.4.4 By executing the words “directed,” “required,” “permitted,” “ordered,” “designated,” “prescribed,” or words GMP Amendment, Contractor will be representing that, consistent with highest standards of like import are usedskill, care and diligence applicable to construction contractors performing construction services on projects similar to the Project in the same geographic location as the Project, Contractor has thoroughly inspected and familiarized itself with the Project site, all reports, studies and materials provided by Walmart, local information, seasonal weather conditions and any other reasonably available documents and information concerning conditions under which the Work will be performed. Based on such inspection and familiarization, Contractor agrees that it shall mean not be entitled to additional compensation or time as a result of any condition that could have been reasonably foreseen prior to the directionexecution of the GMP Amendment. Further, requirementContractor shall not be entitled to an increase in the GMP or an extension of the Contract Time as a result of any obstruction, permissiondifficulty or condition, orderto the extent that such obstruction, designationdifficulty or condition could be avoided or mitigated by Contractor's use of any reasonable construction means, methods, techniques, sequences, procedures and/or coordination of the Work. If Contractor encounters concealed physical conditions that could not have been reasonably foreseen before execution of the GMP Amendment, avoided or mitigated despite the exercise of due diligence as set forth above (“Reasonably Unforeseen Conditions”), then Contractor shall promptly deliver to Walmart in writing a Preliminary Change Request as set forth in paragraph 4.2.1, and the parties agree that the terms of paragraph 4.2 shall govern the rights and obligations of the parties with respect to such matters. The term “Reasonably Unforeseen Conditions” shall not include conditions previously identified in the Contract Documents, a Phase 1 or Phase 2 environmental study, a remedial action plan, a soil management plan, or prescription of Director unless explicitly stated otherwiseanother report, study or document provided or reasonably available to Contractor. The words “approved,” “acceptable,” “satisfactory,” or words failure of like import, Contractor to deliver to Walmart a Preliminary Change Request as set forth in paragraph 4.2.1 following Contractor's discovery of what it believes to be a Reasonably Unforeseen Condition within the applicable time frame established by paragraph 4.2.1 shall mean approved bythat Contractor has irrevocably waived the right to claim any increase or adjustment in the GMP or Contract Time on account of such condition, and Contractor shall perform all work required by or acceptable toin connection with any occurrence or condition giving rise to the claim without increase in the GMP, or satisfactory to Director, unless explicitly stated otherwise. 1.2.9 Reference to a specific requirement of a cited standard shall include all general requirements an extension of the entire cited standard pertinent Contract Time or other compensation or remedy of any kind. Provided Contractor has complied with the procedures set forth in paragraph 4.2, if the parties cannot agree about whether or to the specific referencewhat extent Contractor has encountered Reasonably Unforeseen Conditions, Contractor may proceed with a claim as provided in paragraph 8.3.

EXECUTION, CORRELATION AND INTENT. 1.2.1 Execution of the Contract The Agreement shall be signed in not less than duplicate by XXXX and the Contractor. R A F T 1.2.2 By executing the Agreement, the Contractor represents that it is conclusive financially solvent; that XXXX it is qualified to do business in the State of Michigan, that it has visited all required licenses and permits necessary in connection with performance by the Contractor hereunder (all such licenses and permits shall be at the Contractor’s sole cost and expense); that it has the expertise and authority to perform its obligations under the Agreement; that it has inspected the Project and the Work site, become familiar and familiarized itself with the local conditions (including, both all physical conditions and all applicable local codes, laws and regulations) under which the Work will is to be performed; that it is familiar with all federal, state, municipal and fully informed itself as to conditions county laws, ordinances and matters regulations which can may, in any way, affect the Work or costs. XXXX further agrees those employed therein, including, but not limited to, those particularly applicable to the Project; and that it has carefully correlated personal observations with requirements of the Contract. 1.2.2 The Contract Documents and Modifications have been read and carefully considered by XXXX, who understands and agrees to their sufficiency Price is the agreed amount for all the Work, including all risks, hazards, and difficulties in connection therewith assumed by the Contractor under the Agreement. The Contract may not Each Subcontractor shall review the foregoing representations and shall be more strongly construed against deemed to have made the City than against XXXX and Suretysame representations to GLWA in performing any Work on the Project. 1.2.3 XXXX shall include The intention of the Agreement is that all labor, materials, facilities, utilities, equipment, insurance, taxes and all other items necessary for the proper execution and completion of the Work are included in strict the Contract Price. It is intended that all work required for the construction and administration of the Project shall be supplied including all such work that is in the Contract Documents or is reasonably inferable from the Drawings and Specifications and the Contract Documents. Lists of “Work Included,” “Scope” or “Description of Work” are not intended to enumerate each and every item of Work or appurtenances required. Words which have well-known technical or trade meanings are used herein in accordance with such recognized meanings. 1.2.4 The Agreement is intended to constitute a single agreement and every effort shall be made to construe such documents as being consistent and not contradictory. In the event of any conflict among the Contract Documents, the Contract Documents shall be construed according to the following priorities: Highest Priority: Change Orders and Construction Change Directives Second Priority: The Agreement Third Priority: Supplementary General Conditions Fourth Priority: General Conditions 1.2.5 Where codes, standards, requirements and publications of public and private bodies are referred to in the Specifications, references shall be understood to be to the latest revision prior to the date of the Agreement, except where otherwise indicated. 1.2.6 Where no explicit quality or standards for materials or workmanship are established for work, such work is to be of new, high quality for the intended use and workmanship shall be consistent with the best practices of that particular trade, skill and function. 1.2.7 All manufactured articles, materials, and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the Contract Documents manufacturer’s written or printed directions and reasonably inferable therefrom. 1.2.4 Reference to standard specifications, manuals, or codes of a technical society, organization, or association, or to laws or regulations of a governmental authority, whether specific or implied, mean the latest edition in effect as of date of written agreement as to a CGMP or the GMP), except as may be instructions unless otherwise specifically stated indicated in the Contract Documents. 1.2.5 No provision of any referenced standard, specification, or manual changes the duties and responsibilities of the City, Director, XXXX, or Design Consultant from those set forth in the Contract. 1.2.6 Organization of Specifications into divisions, sections, and articles and arrangement of Drawings does not control XXXX in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.2.7 Unless otherwise defined in the Contract, words which have well‑known construction industry technical meanings are used in the Contract in accordance with these recognized meanings. 1.2.8 Where the words “directed,” “required,” “permitted,” “ordered,” “designated,” “prescribed,” or words of like import are used, it shall mean the direction, requirement, permission, order, designation, or prescription of Director unless explicitly stated otherwise. The words “approved,” “acceptable,” “satisfactory,” or words of like import, shall mean approved by, or acceptable to, or satisfactory to Director, unless explicitly stated otherwise. 1.2.9 Reference to a specific requirement of a cited standard shall include all general requirements of the entire cited standard pertinent to the specific reference.