MISCELLANEOUS

17.1 Governing Law. The Contract Documents, and all questions relating to their validity, performance, interpretation and enforcement, shall be governed by and construed in accordance with the laws of the - 103 UNIFORM GENERAL CONDITIONS FOR PUBLIC WORKS CONTRACTS Commonwealth of Puerto Rico. Any legal action brought concerning the above shall be brought in accordance with the contract and thereafter exclusively in the courts of the Commonwealth of Puerto Rico. 17.2 Federal Funds 17.2.1. When the United States government or any of its agencies finances or pays for all or any portion of the cost of the Work, federal laws and the applicable rules and regulations must be observed by the Contractor. The Owner will identify in the bid documents the program providing such funds. 17.2.2. If the Contract Documents include a specific provisions issued by such federal funding agency in case of conflict with other provisions of the Contract Documents, said federally issued provisions shall govern. 17.2.3. Unless specified elsewhere in the Contract Documents, the funding federal agency is not a party to this Contract. 17.2.4 When the United States government funds Work covered by the Contract Documents, the Work shall be under the supervision of the Owner but subject to the inspection by the appropriate Federal agency and in accordance with the applicable Federal statutes and rules and regulations. 17.2.4.1. Such inspection shall in no way make the Federal Government a party to this Contract and will in no way interfere with the rights of either party hereunder. 17.2.4.2. The Contractor shall extend the same courtesies to the representatives of the Federal government as required to be extended to representatives of the Commonwealth government. 17.3 Notice 17.3.1. Unless otherwise specified in the Agreement or in the Contract Documents, written notice shall be deemed to have been duly served if delivered: 17.3.1.1. to Contractor if delivered in person to the individual, to a member or partner of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. 17.3.1.2. to Owner if delivered in person to the Owner's Representative or to the Project Inspector; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice with the requirements established in Article 17.3.2. 17.3.2. All notices whereby a consent, approval or action is required to be performed by the recipient within a specific period shall include, in bold and capitalized font, at the top of the transmittal communication the following legend: "IMPORTANT RIGHTS MAY BE LOST BY FAILURE OF [NAME OF PARTY] TO ACT PROMPTLY. SPECIFIC ACTION(S) AND/OR APPROVAL(S) ARE HEREIN REQUESTED. IN CASE OF AUTOMATIC APPROVAL DUE TO FAILURE TO ACT BY THE RECIPIENT THE NOTICE MUST STATE: THIS SUBMISSION WILL BE DEEMED APPROVED BUSINESS DAYS AFTER RECEIPT BY [NAME OF PARTY] IF REJECTION IS NOT NOTIFIED TO [NAME OF SENDER]." 17.4 Documents, the number of days within such period will exclude the first and include the last day. If the last day of Computation of Time. When a period of time is to be computed for any purposes under the Contract - 104 - UNIFORM GENERAL CONDITIONS FOR PUBLIC WORKS CONTRACTS any such period falls on a Saturday, a Sunday or on a Holiday listed in Article 1.1.1.41, such day will be excluded from the computation. 17.5 Ownership of Documents. Any reports, information, findings, data, or any other documents prepared or assembled by the Contractor regarding the Contract will be the sole property of the Owner and shall not be made available by Contractor to any individual or organization without the prior written approval of the Owner, unless required by court order. 17.6 Personal Liability of Public Officials. In exercising rights or carrying out duties under the Contract, the Owner's Representative, the Contracting Officer, and their authorized representatives shall not be personally liable, it being understood that they act as the agents and representatives of Owner. 17.7 No Waiver of Legal Rights 17.7.1. In Unit Price Contracts, the Owner shall not be precluded or stopped by any measurement, estimate, or certificate made either before or after the completion and acceptance of the Work (and payment made therefore), from showing the true amount and character of the Work performed and materials furnished by the Contractor, nor from showing that any such measurement, estimate or certificate is untrue or is incorrectly made, nor from showing that the work or materials do not in fact conform to the Contract. 17.7.2. The Owner shall not be precluded or stopped, notwithstanding any such measurement, estimate or certificate and payment in accordance therewith, from recovering from the Contractor or his sureties, or both, such damage as Owner may have sustain by reason of his failure to comply with the terms of the Contract. Neither the acceptance by the Owner or any representative of the Owner nor any payment for or acceptance of the whole or any part of the Work, nor any extension of time, nor any possession taken by the Owner, shall operate as a waiver by Owner of any right hereunder. 17.7.3. A waiver by the Owner, or Contractor, of any breach of the Contract shall not be held to be a waiver as to any other breach. 17.7.4. The Contractor, shall be liable to the Owner for latent defects, fraud, (or such gross mistakes as may amount to fraud), and every contractual warranty or guaranty. 17.8 Cumulative Remedies. The duties and obligations imposed by these General Conditions and the rights and remedies available thereunder are in addition to, and are not to be construed in any way as a limitation of any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents, and the provisions of this Article will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. 17.9 Successors and Assigns. The Owner and the Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract or sublet it as a whole without the written consent of the other, nor shall the Contractor assign any moneys due or to become due to him hereunder, without the previous written consent of the Owner. 17.10 Survival of Obligations. All representations, indemnifications, warranties, and guarantees made in, - 105 - UNIFORM GENERAL CONDITIONS FOR PUBLIC WORKS CONTRACTS required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work and termination or completion of the Agreement. 17.11 Language. These Uniform General Conditions were enacted by the Secretary and approved by the Governor of Puerto Rico in the English language, according to the Legislative authorization found in Law No. 1 of January 28, 1993. 17.12 Amendments. These Uniform General Conditions shall be amended whenever the Secretary deems it necessary in order to fulfill its purpose. PART C. ADDITIONAL PROVISIONS