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ARTICLE 13 MISCELLANEOUS PROVISIONS
<br />§ 13.1 GOVERNING LAW
<br />The Contract shall be governed by the law of the place where the Project is located except that, if the parties have
<br />selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern
<br />Section 15.4.
<br />§ 13.2 SUCCESSORS AND ASSIGNS
<br />§ 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal
<br />representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided
<br />in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the
<br />other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain
<br />legally responsible for all obligations under the Contract.
<br />§ 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction
<br />financing for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents.
<br />The Contractor shall execute all consents reasonably required to facilitate such assignment.
<br />§ 13.3 WRITTEN NOTICE
<br />Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the
<br />firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or
<br />certified mail or by courier service providing proof of delivery to, the last business address known to the party
<br />giving notice.
<br />§ 13.4 RIGHTS AND REMEDIES
<br />§ 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder
<br />shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available
<br />by law.
<br />§ 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty
<br />afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a
<br />breach there under, except as may be specifically agreed in writing.
<br />§ 13.5 TESTS AND INSPECTIONS
<br />§ 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract
<br />Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public
<br />authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and
<br />approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public
<br />authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect
<br />timely notice of when and where tests and inspections are to be made so that the Architect may be present for such
<br />procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until
<br />after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or
<br />applicable laws or regulations prohibit the Owner from delegating their cost to the Contractor.
<br />§ 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require
<br />additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written
<br />authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection
<br />or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of
<br />when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such
<br />costs, except as provided in Section 13.5.3, shall be at the Owner's expense.
<br />§ 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the
<br />portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary
<br />by such failure including those of repeated procedures and compensation for the Architect's services and expenses
<br />shall be at the Contractor's expense.
<br />§ 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract
<br />Documents, be secured by the Contractor and promptly delivered to the Architect.
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