Common use of Resolution of IFA Comments and Objections Clause in Contracts

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.3, IFA’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or e. In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable Law, the requirements of Good Industry Practice, or the Department policy (except for policies that are incompatible with the Project’s public-private contracting methodology) or (ii) not usual and customary arrangements that the Department offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the Project’s public-private contracting methodology). 3.1.7.2 Developer shall respond in writing to all of IFA’s comments, exceptions, disapprovals and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals and objections, in accordance with the review processes set forth in this Section 3.1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section 3.1.7.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delay 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to an IFA Change. 3.1.7.4 If Developer fails to notify IFA within such time period, IFA may deliver to Developer a Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with Developer’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not one, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.3, IFA’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or e. In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable Law, the requirements of Good Industry Practice, or the Department policy (except for policies that are incompatible with the ProjectEast End Crossing’s public-private contracting methodology) or (ii) not usual and customary arrangements that the Department offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the ProjectEast End Crossing’s public-private contracting methodology). 3.1.7.2 Developer shall respond in writing to all of IFA’s comments, exceptions, disapprovals and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals and objections, in accordance with the review processes set forth in this Section 3.1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section Section 3.1.7.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delaydelay to a Critical Path on the Project Schedule, in Extra Work Costs or in Delay Costs, except pursuant to an IFA Change. If, however, Developer does not accommodate or otherwise resolve any comment, exception, disapproval or objection, Developer shall deliver to IFA within a reasonable time period, not to exceed 30 days after receipt of IFA’s comments, exceptions, disapprovals or objections, a written explanation why modifications based on such comment, exception, disapproval or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to an IFA Change. 3.1.7.4 If Developer fails to notify IFA within such time period, IFA may deliver to Developer a Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with Developer’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not one, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.3, IFA’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or e. In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable Law, the requirements of Good Industry Practice, or the Department policy (except for policies that are incompatible with the Project’s public-private contracting methodology) or (ii) not usual and customary arrangements that the Department offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the Project’s public-private contracting methodology). 3.1.7.2 Developer shall respond in writing to all of IFA’s comments, exceptions, disapprovals and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals and objections, in accordance with the review processes set forth in this Section 3.1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section Section 3.1.7.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delaydelay to a Critical Path on the Project Schedule, in Extra Work Costs or in Delay Costs, except pursuant to an IFA Change. If, however, Developer does not accommodate or otherwise resolve any comment, exception, disapproval or objection, Developer shall deliver to IFA within a reasonable time period, not to exceed thirty (30) days after receipt of IFA’s comments, exceptions, disapprovals or objections, a written explanation why modifications based on such comment, exception, disapproval or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to an IFA Change. 3.1.7.4 If Developer fails to notify IFA within such time period, IFA may deliver to Developer a Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with Developer’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not one, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.Section

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.3, IFA’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or e. In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable Law, the requirements of Good Industry Practice, or the Department policy (except for policies that are incompatible with the ProjectEast End Crossing’s public-private contracting methodology) or (ii) not usual and customary arrangements that the Department offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the ProjectEast End Crossing’s public-private contracting methodology). 3.1.7.2 Developer shall respond in writing to all of IFA’s comments, exceptions, disapprovals and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals and objections, in accordance with the review processes set forth in this Section 3.1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section 3.1.7.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delaydelay to a Critical Path on the Project Schedule, in Extra Work Costs or in Delay Costs, except 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to an IFA Change. 3.1.7.4 If Developer fails to notify IFA within such time period, IFA may deliver to Developer a Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with Developer’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not one, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.Section

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 3.3.8.1 If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.33.3.4, IFA’s 's exception, objection, rejection or disapproval shall be deemed reasonable, valid valid, and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. (a) The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. (b) The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer (c) Design-Build Contractor has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer Design-Build Contractor shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law Governmental Rule or Governmental Approval; or e. (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable LawGovernmental Rules, the requirements of Good Industry Practice, or the Department policy IFA's policies (except for policies that are incompatible with the Project’s public's design-private build contracting methodology) or (ii) not usual and customary arrangements that the Department IFA or INDOT offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the Project’s public's design-private build contracting methodology). 3.1.7.2 Developer 3.3.8.2 Design-Build Contractor shall respond in writing to all of IFA’s 's comments, exceptions, disapprovals disapprovals, and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals disapprovals, and objections, in accordance with the review processes set forth in this Section 3.1accordance 1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. Developer Design-Build Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals disapprovals, or objections through the review processes described in this Section 3.13.3. However, if the Submittal is not governed by Section 3.1.33.3.4, the foregoing shall in no way be deemed to obligate Developer Design-Build Contractor to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section 3.1.7.1 Section 3.3.8.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delay 3.1.7.3 The foregoing shall significant delay to a Critical Path on the Project Schedule or significant increase in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry PracticeDesign-Build Contractor’s costs, except pursuant to an IFA IFA- Directed Change. 3.1.7.4 If Developer fails . If, however, Design-Build Contractor does not accommodate or otherwise resolve any comment, exception, disapproval, or objection, Design-Build Contractor shall deliver to notify IFA within such a reasonable time period, IFA may deliver not to Developer a Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with Developer’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not one, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.exceed fourteen

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 3.3.8.1 If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.33.3.4, IFA’s 's exception, objection, rejection or disapproval shall be deemed reasonable, valid valid, and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. (a) The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. (b) The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer (c) Design-Build Contractor has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer Design-Build Contractor shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law Governmental Rule or Governmental Approval; or e. (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable LawGovernmental Rules, the requirements of Good Industry Practice, or the Department policy IFA's policies (except for policies that are incompatible with the Project’s public's design-private build contracting methodology) or (ii) not usual and customary arrangements that the Department IFA or INDOT offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the Project’s public's design-private build contracting methodology). 3.1.7.2 Developer 3.3.8.2 Design-Build Contractor shall respond in writing to all of IFA’s 's comments, exceptions, disapprovals disapprovals, and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals disapprovals, and objections, in accordance with the review processes set forth in this Section 3.1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.13.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section 3.1.7.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delay 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to an IFA Change. 3.1.7.4 If Developer fails to notify IFA within such time period, IFA may deliver to Developer a Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with Developer’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not one, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.3, IFA’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or e. In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable Law, the requirements of Good Industry Practice, or the Department policy (except for policies that are incompatible with the Project’s public-private contracting methodology) or (ii) not usual and customary arrangements that the Department offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the Project’s public-private contracting methodology). 3.1.7.2 Developer shall respond in writing to all of IFA’s comments, exceptions, disapprovals and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals and objections, in accordance with the review processes set forth in this Section 3.1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section 3.1.7.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delay 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to an IFA Change. 3.1.7.4 If Developer fails to notify IFA within such time period, IFA may deliver to Developer a Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with DeveloperXxxxxxxxx’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not one, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.3, IFA’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or e. In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable Law, the requirements of Good Industry Practice, or the Department policy (except for policies that are incompatible with the Project’s public-private contracting methodology) or (ii) not usual and customary arrangements that the Department offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the Project’s public-private contracting methodology). 3.1.7.2 Developer shall respond in writing to all of IFA’s comments, exceptions, disapprovals and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals and objections, in accordance with the review processes set forth in this Section 3.1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals or objections through the review processes described in this Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section 3.1.7.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delaydelay to a Critical Path on the Project Schedule, in Extra Work Costs or in Delay Costs, except pursuant to an IFA Change. If, however, Developer does not accommodate or otherwise resolve any comment, exception, disapproval or objection, Developer shall deliver to IFA within 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to an IFA Change. 3.1.7.4 If Developer fails to notify IFA within such time period, IFA may deliver to Developer a Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with Developer’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not one, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 ‌ If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.33.3.4, IFA’s 's exception, objection, rejection or disapproval shall be deemed reasonable, valid valid, and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. (a) The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. (b) The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer (c) Design-Build Contractor has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer Design-Build Contractor shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law Governmental Rule or Governmental Approval; or e. (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable LawGovernmental Rules, the requirements of Good Industry Practice, or the Department policy IFA's policies (except for policies that are incompatible with the Project’s public's design-private build contracting methodology) or (ii) not usual and customary arrangements that the Department IFA or INDOT offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the Project’s public's design-private build contracting methodology). 3.1.7.2 Developer . Design-Build Contractor shall respond in writing to all of IFA’s 's comments, exceptions, disapprovals disapprovals, and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals disapprovals, and objections, in accordance with the review processes set forth in this Section 3.1accordance 1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. Developer Design-Build Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals disapprovals, or objections through the review processes described in this Section 3.13.3. However, if the Submittal is not governed by Section 3.1.33.3.4, the foregoing shall in no way be deemed to obligate Developer Design-Build Contractor to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section 3.1.7.1 Section 3.3.8.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delay 3.1.7.3 The foregoing shall significant delay to a Critical Path on the Project Schedule or significant increase in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry PracticeDesign-Build Contractor’s costs, except pursuant to an IFA IFA- Directed Change. 3.1.7.4 If Developer fails . If, however, Design-Build Contractor does not accommodate or otherwise resolve any comment, exception, disapproval, or objection, Design-Build Contractor shall deliver to notify IFA within such a reasonable time period, IFA may deliver not to Developer a Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with Developer’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not one, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.exceed fourteen

Resolution of IFA Comments and Objections. ‌ 3.1.7.1 If the Submittal or other approval, consent, determination, acceptance, decision or other action or matter is one not governed by Section 3.1.3, IFA’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds or other grounds set forth elsewhere in the PPA Documents; provided that (i) the reasons for IFA’s exception, objection, rejection or disapproval shall be described in sufficient detail, as determined by IFA in its good faith discretion, for Developer to address IFA’s concerns, and (ii) IFA’s exception, objection, rejection or disapproval shall not preclude Developer from revising and resubmitting a Submittal: a. The Submittal or subject provision thereof fails to comply, or is inconsistent, with any applicable covenant, condition, requirement, standard (including Safety Standards), term or provision of the PPA Documents or Project Management Plan and component plans thereunder; b. The Submittal or subject provision thereof is not to a standard equal to or better than Good Industry Practice; c. Developer has not provided all content or information required or reasonably requested in respect of the Submittal or subject provisions thereof, provided that (i) IFA assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, and (ii) Developer shall have the subsequent opportunity to resubmit the Submittal with the required content or information; d. Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or e. In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are (i) inconsistent with the PPA Documents, the Project Management Plan (and component plans thereunder), applicable Law, the requirements of Good Industry Practice, or the Department policy (except for policies that are incompatible with the ProjectEast End Crossing’s public-private contracting methodology) or (ii) not usual and customary arrangements that the Department offers or accepts for addressing similar circumstances affecting its own projects (except for usual and customary arrangements that are incompatible with the ProjectEast End Crossing’s public-private contracting methodology). 3.1.7.2 Developer shall respond in writing to all of IFA’s comments, exceptions, disapprovals and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments, exceptions, disapprovals and objections, in accordance with the review processes set forth in this Section Section 3.1. Developer acknowledges that IFA may provide comments, exceptions, disapprovals and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 3.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments, exceptions, disapprovals or objections through the review processes described in this Section Section 3.1. However, if the Submittal is not governed by Section 3.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals or objections that (a) are not on any of the grounds set forth in Section Section 3.1.7.1 (and not on any other grounds set forth elsewhere in the PPA Documents), (b) are otherwise not reasonable with respect to subject matter or length, and (c) would result in a delaydelay to a Critical Path on the Project Schedule, in Extra Work Costs or in Delay Costs, except pursuant to an IFA Change. If, however, Developer does not accommodate or otherwise resolve any comment, exception, disapproval or objection, Developer shall deliver to IFA within a reasonable time period, not to exceed 30 days after receipt of IFA’s comments, exceptions, disapprovals or objections, a written explanation why modifications based on such comment, exception, disapproval or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve exceptions, disapprovals and objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to an IFA Change.to 3.1.7.4 If Developer fails to notify IFA within such time period, IFA may deliver to Developer a written Notice stating the date by which Developer was to have addressed IFA’s comments and that if Developer does not address those comments within five (5) Business Days after receipt of this Notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to an IFA-Caused Delay, Change Order, Relief Event or other Claim, including any Claim that IFA assumes design or other liability. 3.1.7.5 After IFA receives Developer’s explanation as to why the modifications are not required as provided in Sections 3.1.7.2, 3.1.7.3 and 3.1.7.4, if IFA is not satisfied with Developer’s explanation the Parties shall attempt in good faith to resolve the Dispute. If they are unable to resolve the Dispute and the Submittal or other matter is not oneone governed by Section 3.1.3, subject to the sole discretion of IFA under Section 3.1.3 the Dispute shall be resolved according to the Dispute Resolution Procedures; provided that if IFA elects to issue a Directive Letter pursuant to Section 16.3 with respect to the matter in Dispute, Developer shall proceed in accordance with IFA's Directive Letter while retaining any Claim as to the matter in Dispute.