Common use of Correlation and Intent of Contract Documents Clause in Contracts

Correlation and Intent of Contract Documents. 1.3.1 The Contract Documents represent the entire and integrated agreement between Contractor and MSG hereto and supersede all prior negotiations, representations or agreements, either written or oral. The Contract Documents shall not be construed to create a contractual relationship of any kind: (a) between Contractor and Architect or Architect’s consultants; (b) between Contractor and Project Manager; (c) between MSG and a Subcontractor or a sub-subcontractor (except as provided for in Section 11.4.1.19); or (d) between any Persons other than MSG and Contractor. 1.3.2 The Contract Documents are complementary and are intended to include all items necessary for the execution and performance of the Work by Contractor. Contractor shall perform all Work indicated in or reasonably inferable from and consistent with the Contract Documents for the proper execution and completion of the Work. In all instances where Contractor discovers any inconsistency in the quality or quantity of Work required under the Contract Documents, before Contractor executes the Work, Contractor shall promptly bring such inconsistency to the attention of MSG and Project Manager (and which inconsistency shall be resolved in accordance with the order of precedence set forth in Section 1.3.5). 1.3.3 The Specifications are separated into titled sections for convenience only and shall not control Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. No responsibility is assumed by MSG, Architect or Project Manager for defining the limits of any Subcontractor’s work or the work of any trade by reason of the arrangement of the Specifications or the Drawings. Such separation shall not relieve Contractor from the responsibility for the satisfactory coordination and completion of the entire Work. 1.3.4 Whenever a product is specified in accordance with a Federal Specification, an ASTM Standard, an American National Standards Institute Specification, or other similar standard, Contractor shall present an affidavit from the manufacturer, when requested by MSG or required in the Specifications, certifying that the product complies with the particular standard or specification in effect on the date of execution of the Incentive Benchmark Amendment. When requested by MSG or specified, supporting test data shall be submitted to substantiate compliance. 1.3.5 Notwithstanding any incorporations by reference, to the extent of any direct conflict or inconsistency between any of the Contract Documents, Contractor shall proceed with the Work and give precedence to the Contract Documents in the following order of priority: 1.3.5.1 Written modifications/amendments to this Agreement signed by both MSG and Contractor (including Change Orders, the Incentive Benchmark Amendment and Schedules thereto) and Construction Change Directives issued by MSG in accordance with the terms of this Agreement, with subsequently dated items controlling over earlier dated items; 1.3.5.2 The Agreement; 1.3.5.3 The Drawings and Specifications; and 1.3.5.4 All Schedules to the Agreement; provided, however, that notwithstanding anything herein or in any other Contract Document to the contrary: (a) the Incentive Benchmark Qualifications and Assumptions may not modify or contradict any terms or conditions set forth in the Agreement relating to warranties, insurance requirements, indemnities, or any other terms or conditions of the Agreement relating to Contractor’s obligation to correct Defective Work; and (b) to the extent any provision of the Incentive Benchmark Qualifications and Assumptions purports to modify or contradict any such terms or conditions, the terms or conditions of the Agreement, as applicable, without application of such provision of the Incentive Benchmark Qualifications and Assumptions, shall control. 1.3.6 Except to the extent set forth in the Incentive Benchmark Qualifications and Assumptions, and irrespective of the document priorities elsewhere in the Contract Documents, in the event the Drawings disagree in themselves or with the Specifications, the Contractor shall, unless otherwise directed in writing by MSG, perform to the extent reasonably inferable from the Contract Documents, as a whole, as being necessary to conform to the Contract Documents to provide the greater or higher level of quality of material, equipment or Work specified in the Contract Documents. 1.3.7 Notwithstanding the above, figured dimensions on the Drawings shall take precedence over scaled dimensions, and large-scale Drawings shall take precedence over small-scale Drawings. All indications or notations which apply to one or a number of substantially identical situations, materials, or processes shall be deemed to apply to all such situations, materials or processes wherever they appear in the Work, except where a contrary result is clearly stated in the Contract Documents. Work for which no explicit quality or standards of 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 surrounding work and of the construction of the Project generally. All manufactured articles, materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the manufacturers’ written instructions, unless specifically stated otherwise in the Contract Documents. 1.3.8 The Drawings are generally made to scale, but all working dimensions shall be taken from the figured dimensions, or by actual measurements taken at the job, and not by scaling the Drawings. Whether or not an error is believed to exist, material deviation from the Drawings and the dimensions given thereon shall be made only after approval in writing from Architect. Where the Work is to fit with existing conditions or work to be performed by others, Contractor shall fully and completely coordinate and join the Work with such conditions or work, unless otherwise specified. 1.3.9 Contractor acknowledges and agrees that its obligations and liabilities under the Contract Documents, remain unaffected and it will bear and continue to bear full liability and responsibility for: 1.3.9.1 the performance of the Work in accordance with this Agreement; 1.3.9.2 all construction means, methods or proposed methods of work, techniques, equipment and labor levels, procedures, safety and other matters employed or to be employed by Contractor in the performance of the Work, unless the Contract Documents give other specific instructions concerning these matters; provided, however that it shall be incumbent on the Contractor to review and verify the suitability of the instructions therein; and 1.3.9.3 any errors or omissions in, or other non-compliances with this Agreement of, any documents or other information submitted by Contractor, notwithstanding: 1.3.9.4 any receipt, vetting or review of, or comment on, or consent to, or permission in connection with, or rejection, non-rejection or approval of, or expression of satisfaction or dissatisfaction with: 1.3.9.4.1 any documents or other information provided by Contractor; or 1.3.9.4.2 any submission, proposal, plan, request or recommendation by Contractor, by MSG, Project Manager or Architect; or 1.3.9.5 any failure by MSG, Project Manager or Architect to identify an error or omission in, or other non-compliance with this Agreement of: 1.3.9.5.1 any document or other information provided by Contractor; or