Full opinion text
AMENDED FINDINGS OF FACT AND CONCLUSIONS OF LAW ELLIS, District Judge. This diversity construction dispute grows out of a contract (“Contract”) dated January 31,1986, in which plaintiff, McDevitt & Street Company (“McDevitt”), agreed to construct for defendant Marriott Corporation (“Marriott”) a “Courtyard by Marriott” hotel in Herndon, Virginia. In return, Marriott promised to pay McDevitt a total of $4,946,66s. The Contract imposed a strict time deadline: McDevitt was required to complete construction so that Marriott could receive a permanent Certificate of Occupancy and accommodate guests within 330 days from the Marriott-designated start date. The Contract’s date for commencement of work was January 24, 1986, and the completion date was, accordingly, December 20, 1986. Lamentably, the road to completion was littered with delays, disputes and alleged plan alterations. In the end, McDevitt did not meet the contractual deadline. Marriott did not receive the equivalent of a permanent Certificate of Occupancy until approximately May 1, 1987, almost nineteen weeks after the scheduled completion date. Allocating blame for the numerous delays and alleged alterations is the heart of this suit. Throughout the construction period, McDevitt periodically submitted to Marriott both formal and informal proposals for time extensions due to delays ostensibly beyond McDevitt’s control and compensation for work performed allegedly exceeding the contractual requirements. Eight of those proposals were denied and are at issue here. Marriott holds McDevitt solely responsible for all delays and alleged additional work under the explicit terms of the Contract and has withheld from McDevitt $450,175 of the contract price. McDevitt, for its part, disclaims responsibility, alleging the delays were excusable or, in some cases, the primary fault of Marriott. On January 29, 1988, McDevitt filed this suit, seeking recovery of the retained payment, reimbursement for alleged extra work, prejudgment interest, and time extensions for allegedly excusable construction delays. As grounds for recovery, McDevitt alleges that Marriott has breached the Contract or, in the alternative, has been unjustly enriched. Marriott then filed a counterclaim against McDevitt, seeking contract damages for the delay in the hotel’s completion. Trial in this case commenced on August 16, 1988 and spanned five days. Twelve witnesses testified. Their testimony filled seven transcript volumes, totaling more than 1000 pages. More than 300 exhibits were admitted. At the conclusion of trial, the parties, at the Court’s direction, submitted an agreed outline of the disputed issues. Their proposed findings of fact and conclusions of law with respect to each issue conformed to that outline, as do these findings and conclusions. In a nutshell, the remaining disputes fall into three general categories: (1) McDevitt’s claims for additional compensation, (2) McDevitt's claims for time extensions for excusable delays; and (3) Marriott’s counterclaim for damages. The Court’s findings of fact and conclusions of law, made pursuant to Rule 52(a), Fed.R.Civ.P., correspond generally to the parties’ outline. I. McDEVITT’S CLAIMS In this suit, McDevitt alleges that it performed work beyond the contractual requirements for which it has not been compensated. To satisfy this claimed debt, McDevitt seeks enforcement of a perfected mechanic’s lien against Marriott’s hotel in the amount of $1,224,760, with prejudgment interest. See Va.Code Ann. § 43-1 et seq. (1986). McDevitt’s claims for additional compensation focus on the following eight proposals. A. Additional Compensation 1. Proposal No. 9 — Soils Problems a. FINDINGS OF FACT On July 31, 1986, McDevitt submitted Proposal No. 9 in writing to Marriott, seeking a fifty-six day time extension and additional compensation for corrective work allegedly necessitated by poor soil conditions on the Project site. (PX 30). Specifically, Proposal No. 9 alleged that an unusually high level of precipitation during January and February of 1986 had left the construction site too wet to perform the work required by the Contract. Marriott did not grant McDevitt’s request. As a result, McDevitt claims that it had to accelerate its performance and perform additional, extra-contractual work in order to meet the Contract deadline. This additional work included stockpiling cut soil on the site; laying stone for temporary roads and drains; digging test pits to determine soil moisture levels; aerating and spreading soil to dry; raking soil to remove roots; over-excavating footings; backfilling over-excavated footings with lean concrete; building structural slabs; removing, backfilling and grading soils removed from over-excavated footings; and the attendant overtime work required of McDevitt’s and its subcontractors’ employees. For this work, McDevitt now seeks $266,828 in additional compensation. (i) Compensation for Additional Work due to Soil Conditions McDevitt first asserts that Marriott, in effect, misled them with respect to the actual condition of the soils on the Project site by failing to provide McDevitt a second soils report which allegedly presaged the problems later encountered by McDevitt. The evidence contradicts this assertion. Before accepting bids on the Project, Marriott retained Geosystems of Virginia, Inc. to prepare a subsurface geotechnical investigation report (the “Geosystems” report) for the Project site. Marriott provided McDevitt a copy of that report (the “Geosystems” report) dated July 1, 1985. (PX-2; DX-35; Barry, Tr. at 121). This occurred prior to McDevitt’s submission of its bid on the Project. The Geosystems report described the soil underlying the topsoil layer in the Project area as consisting of three types: Stratum I, extending two to three feet below the topsoil, was primarily plastic clays, susceptible to shrinking or swelling, depending on moisture levels, and silt; Stratum II, below Stratum I and up to ten feet below the surfact soils, consisted of silty sands and sandy silts; and Stratum III, located below Stratum II, was decomposed rock. (DX-35, at 3-4). The Geosystems report recommended that all Stratum I soils be removed from the site because they were unsuitable for use under foundations, pavements or grade slabs, or as compacted fill. (DX-35, at 5; Barry, Tr. at 75). Stratum II soils, however, were considered suitable for use as structural fill, provided they had the right moisture level for adequate compaction. (Drumheller, Tr. at 143-44). The Geosystems report also recommended a number of preventive and corrective measures to ensure proper soil moisture levels during site preparation. (DX-35, at 5-8). Importantly, the report warned that the contractor might need to dry soils during wet weather or dampen soils during dry weather to achieve the required minimum compaction level. The Contract defines the minimum compaction level as “at least 95% of the standard Proctor maximum dry density within 2% of the optimum moisture content determined from the Proctor density test.” (DX-35, at 7; see also PX-2, Specs., Section 02200, Part 3.04(B)(4) and (C)(4)). Marriott had in its possession, but did not provide to McDevitt, an earlier soils report prepared in June, 1983, by Law Engineering Testing Co. (the “Law Engineering report”). (DX-36). In that report, Law Engineering warned that “[t]he soils of Stratum II are marginal for compacted fill.... It is anticipated that drying of these soils to allow compaction will be time prohibitive. If any substantial amounts of compacted fill are required, we expect fill material will have to be imported from off-site.” (DX-36 at 7). McDevitt suggests that had it been aware of this report, it would have made adjustments in time and costs for the additional work necessary to haul in off-site fill to replace the on-site Stratum II soil in fill areas. (Barry, Tr. at 79-80). Contrary to McDevitt’s assertion, however, the conclusions of the Geosys-tems report and the Law Engineering report were not, in fact, inconsistent. Rather, the Law Engineering study analyzed an area almost double the size of this Project site, and its summary conclusions were based on test results from the entire area. (Drumheller, Tr. at 166-67). Importantly, the Law Engineering results relating to the Marriott Project site areas were incorporated in the Geosystems report by Joe Drum-heller, a Geosystems geologist. (Drumhel-ler, Tr. at 167). Also significant is that the actual conditions of the soils encountered on the Project site were fully anticipated in the Geosystems report. (Drumheller, Tr. at 180). In any event, Marriott, in the Contract Specifications, expressly disclaimed “any responsibility for the [Geosys-tems] data as being representative of the conditions and materials which may be en-countered_ Test results are made available to interested parties solely as a matter of convenience and general information.” The Specifications further assert that “[n]o claim shall be entertained for conditions found to different from those discovered during testing.” (PX-2, Specs., Section 02010, Part 1.03(A); Barry, Tr. at 120). Marriott also encouraged all bidders on the Project to make their own independent examinations, tests, and exploratory borings to determine the nature of the soil conditions underlying the Project site. (PX-2, Specs., Section 02010, Part 1.02(B); Barry, Tr. at 120). McDevitt chose not to do so. (Barry, Tr. at 100). (ii) Compensation for Additional Work due to Weather Conditions McDevitt also claims that adverse weather conditions during crucial beginning phases of construction substantially delayed construction. McDevitt began work under the Contract on January 24, 1986. (Sheats, Tr. at 185). From January 24 until February 28, 1986, McDevitt alleges that precipitation and snowfall were greater than the average levels during the same period from 1963 to 1985. National Oceanic and Atmospheric Administration (NOAA) records for 1986 indicate that in the pertinent 36-day period, there were a total of 19 days of measurable precipitation, 12 of which involved snow. (PX-24; see also PX-144; PX-145 [McDevitt’s Daily Report Summaries]). In contrast, the mean number of days with precipitation for the same period from 1963 to 1985 was 11.6, of which only 2.1 days involved a measurable level of snowfall. (PX-23). For the remainder of the claimed delay period, McDevitt asserted that site conditions were too wet as a result of the previous rain or snowfall. By letter dated March 28, 1986, McDevitt requested a 28-day time extension, pursuant to Article 7(A) of the Contract’s General Conditions, due to unusually heavy precipitation “not reasonably anticipated” from January 24 through March 24, 1986. (PX-30, Letter of 3/28/86 from Steven Rea to Jack Body; DX-19; see PX-2, Gen’l Conditions, Art 7(A)). No weather data supporting McDevitt’s assertion of a 9-day average was submitted. (Body, Tr. at 663-665). On May 29,1986, Marriott requested documentation supporting the requested time extension, including as (1) an analysis of the months April and May 1986 to ascertain whether there was less than normal precipitation during those months; (2) documentation of the “average” rainfall during the relevant time period; and (3) substantiation that the weather actually delayed the Project’s critical path. (DX-20). McDevitt did not produce any such documentation. Marriott never granted the March 28 request. On July 31, 1986, McDevitt requested an additional 28-day time extension for “corrective work required due to poor soils conditions.” (PX-30). McDevitt did not assert any contractual basis for this additional time extension request. (PX-30; Body, Tr. at 669). Marriott denied this request by letter dated August 29, 1986. (DX-51). Jack Body, Marriott’s Project Manager, noted in that letter that his own review of records for the January 24 to March 24 period for the past five years did not suggest that excessive adverse weather was a significant factor in the delays. (DX-51; Body, Tr. at 665-66, 747, 752). The Court accepts the opinion testimony of Marriott’s expert witness, Mr. Rodgers, that, based on a review of NOAA records, the weather conditions encountered by McDevitt during January 24 to March 24, 1986, could have been “reasonably anticipated,” and were no more severe than the normal weather conditions for the area at that time of year. (Rodgers, Tr. at 855-59). Specifically, Rodgers concluded that the total level of precipitation during the 1986 time period was 13% below normal when compared to the previous five years, and 29% below normal compared to the past twenty-four-year average. (Rodgers, Tr. at 856-57). Moreover, during the January 24 to March 24, 1986 time period, there were 13 rain days with a minimum of 0.1 inch of rainfall, compared to the average 12 rain days occurring during the past five years. As a result of Marriott’s denial of these requests for time extensions, McDevitt claims that it had to accelerate its work schedule in order to meet the Contract deadline. It is, however, uncontested that the weather conditions complicated the initial phases of construction. The chief complication is that the soil became too wet to meet the 95% compaction rate. But significantly, McDevitt also failed to take several steps which may have alleviated or prevented the problems attributable to moisture. A McDevitt subcontractor, A.G. Van Metre, Jr. Construction Co. (“Van Metre”), for example, stripped the topsoil layer when it was wet, leaving a muddy mixture of topsoil and underlying soil in its wake. This was contrary to the Specifications. (Sheats, Tr. at 233; see PX-2, Specs., Section 02200, Part 3.02(G)(1)). And, again contrary to the Specifications, McDevitt failed during that period to maintain an adequate dewatering program or to “proof-roll” over site areas receiving fill material. (Drumheller, Tr. at 163; Sheats, Tr. at 250; see PX-2, Specs., Section 02200, Part 3.02(D) and (H)). These measures might well have prevented or ameliorated the soil moisture problem. From January 24 until February 18, 1986, Van Metre cleared the trees from the Project site. (Sheats, Tr. at 186; PX-144; PX-145; PX-159; PX-160). At that time, however, the site was too muddy for McDevitt to roll it or to use a rake to clear tree roots. (Sheats, Tr. at 187-89; PX-143, Marriott Weekly Reports No. 01, 02). On March 14, Mr. Drumheller, a Geosys-tems employee under contract to Marriott, submitted to McDevitt written recommendations on how to deal with the wet site conditions. (DX-37; Drumheller, Tr. at 149-50). He offered four suggestions: (1) stop work for two months; (2) undercut and haul away the wet soil, replacing it with off-site dry fill; (3) place a geotextile fabric over the wet soils and add fill on top of the fabric; or (4) dry the soil by discing, aerating, and rolling it. (Drumheller, Tr. at 149-50). McDevitt and Marriott collectively determined that the fourth option, drying the soil, was the most practical choice. (Drumheller, Tr. at 153-57; Sheats, Tr. at 200). Drumheller estimated that under this option, it would take two to three months to dry the soil sufficiently to achieve the required 95% compaction. (DX-37; Drumheller, Tr. at 155-56). In a subsequent meeting with McDevitt representatives, Body, Marriott’s Project Manager, also agreed to relax the 95% compaction requirement in the area designated for a parking lot. (Drumheller, Tr. at 158-60, 162-63). The relaxed compaction requirement, in effect, decreased the time required to complete work in that area of the Project. (Drumheller, Tr. at 158). Contrary to McDevitt’s assertion, however, it is clear from the record that Marriott did not authorize relaxation of the 95% compaction in the building area. (Drumheller, Tr. at 162; Body, Tr. at 760-62; DX-344 [Peters Dep. Tr., at 371-73]). With the exception of Sheats’ testimony at trial, (Sheats, Tr. at 202-03), which contradicted his pretrial deposition testimony, (Sheats, Tr. at 242-45), the evidence clearly indicates that the relaxation of the 95% compaction standard applied only outside the building area. In fact, Sheats himself signed the contemporaneous minutes of a meeting between Marriott and McDevitt representatives on this issue that explicitly noted, “Marriott has relaxed 95% compaction [2 feet] below subgrade outside the building area.” (DX-28; see also PX-43). By letter dated March 28, 1986, Marriott’s Project Manager, Jack Body, confirmed to McDevitt that Marriott had agreed to relax the compaction requirements “at the lower elevations,” but expressly noted that this modification does not release McDevitt and Street from its contractor obligations. The required compaction at given elevations, for the slabs on grade, and footings on parking lot are still the responsibility of McDevitt and Street. I see no reason for Marriott to pay for any undercutting or surge stone in any footings. (DX-29). Further support for this conclusion is furnished by the applicable building codes. They clearly required 95% compaction in the building area. (Sheats, Tr. at 245; DX-40 [Minutes of meeting between Sheats, Leake, and a structural engineer who inspects on behalf of Fairfax County]). Marriott, therefore, did not relax, and did not have the authority to relax, the 95% compaction standard in the building area. McDevitt proceeded to disc, aerate, compact and grade the site in accordance with the relaxed requirements. On April 2, the site was ready for the requisite footing work. (PX-147 [Daily Report of 4/2/86]; PX-162 [Matrix Inspection Report of 4/2/86]). At the north end of the buildings, the top layer of virgin soil was still too wet to meet the Contract and Town of Herndon’s soil compaction requirements. (Sheats, Tr. at 217-18). In order to meet these requirements, McDevitt excavated the footings below the design grade toward the north end of the site and then partially filled the excavation with concrete up to the design grade. (PX-162 [Matrix Inspection Reports of 4/2/86, 4/3/86]). Another change was also necessary to meet the Contract compaction standard. The proposed slab-on-grade at the north end of buildings A and C had to be replaced by a more costly structural slab designed by the Project’s structural engineer, Meyer Associates. (Sheats, Tr. at 218-20). On July 31, 1986, in conjunction with its request for a 28-day time extension, McDevitt also sought an additional $281,-763 for (1) undercutting unsuitable soils on the north end of the site, at the direction of Marriott and its agents; (2) digging additional test pits at the direction of Matrix Construction Management, Inc. (“Matrix”), Marriott’s soils consultant; (3) aerating the soil; (4) overexcavating footings; (5) substituting structural slabs for original slab-on-grades; and (6) expediting the schedule to compensate for lost time due to poor weather conditions. (PX-30). The Contract makes clear that the strict time schedule for completion set forth by Marriott is essential to the Contract. Specifically, Article 3.3 emphasizes that “TIME IS OF THE ESSENCE OF THIS AGREEMENT.... Contractor shall begin its Work at the time specified by Owner and perform its Work with diligence and sufficient manpower to maintain the progress of the Work.” (PX-2, Contract, Art. 3.3) (emphasis in original). This provision was never waived, modified or relaxed. The Contract also warns that “Contractor shall not allow reasonably foreseeable weather conditions to impede the progress of the Work and shall provide and maintain all temporary weather protection, pumping facilities and snow, ice, mud or water removal services necessary to maintain the Progress of the Work.” (PX-2, Gen’l Conditions, Art. 6(A)). Extensions of time are expressly allowed for construction delays “[i]f the Contractor is delayed or hindered at any time in the progress of the Work by any act or neglect of Owner or by any contractor employed by Owner, or by changes ordered in the scope of the Work, or by fire, adverse weather conditions not reasonably anticipated, or any other causes beyond the control of the Contractor.” (PX-2, Gen’l Conditions, Art. 7(A)). But Marriott disclaimed any liability on the basis of the “no damage for delay” clause in the Contract. (PX-2, Gen’l Conditions, Art. 7(A)). The Contract further notes that the “Contractor shall not allow reasonably foreseeable weather conditions to impede the progress of the Work and shall provide and maintain all temporary weather protection, pumping facilities and snow, ice, mud or water removal services necessary to maintain the Progress of the Work.” (PX-2, Gen’l Conditions, Art. 6(A)). A time extension is allowed only for “adverse weather conditions not reasonably anticipa-ted_” (PX-2, Gen’l Conditions, Art. 7(A)). b. CONCLUSIONS OF LAW (i) Compensation for Additional Work due to Soil Conditions The Court’s guidepost in determining the legal responsibilities of the parties at bar is the Contract itself. The Contract, unless it is illegal or violates public policy, constitutes the law that governs the parties' relationship. Chantilly Construction Corp. v. John Driggs Co., 45 B.R. 297, 306 (Bankr.E.D.Va.1985); Bob Grissett Golf Shoppes, Inc. v. Confidence Golf Co., 44 B.R. 156,159 (Bankr.E.D.Va.1984); Russell County v. Carroll, 194 Va. 699, 703, 74 S.E.2d 685, 687-88 (1953). In Virginia, it is settled beyond question that “where an agreement is complete on its face, is plain and unambiguous in its terms, the court is not at liberty to search for its meaning beyond the instrument itself.” Globe Company v. Bank of Boston, 205 Va. 841, 848, 140 S.E.2d 629, 633 (1965). Accord Ross v. Craw, 231 Va. 206, 343 S.E.2d 312, 316 (1986); McLean House, N, Phase I v. Maichak, 231 Va. 347, 344 S.E.2d 889, 890 (1986); Coverstone Land Ltd. Partnership v. McKeon Construction Co., 216 Va. 6, 216 S.E.2d 11, 13 (1975). Here, the Contract is clear and unambiguous: it explicitly places the risk of unanticipated soil conditions squarely on the contractor. (See PX-2, Specs., Section 02010, Parts 1.02(B) and 1.03(A)). The fact that Marriott provided McDevitt, and all other bidders, a copy of a soils report on the Project site does not shift this risk to Marriott. Rather, Marriott provided the soils report “solely as a matter of convenience and general information,” (PX-2, Specs., Section 02010, Part 1.03(A)), and expressly disclaimed “any responsibility for the data as being representative of the conditions and materials which may be encountered.” (PX-2, Specs., Section 02010, Part 1.03(A)). The Contract, in fact, expressly omits the report from the Contract documents, encourages bidders to conduct their own soil and subsurface investigations, and expressly bars claims based on soil conditions differing from those presented in the Geosystems report. (PX-2, Specs., Section 02010, Parts 1.02(B), 1.03). The parties, through the Contract, could not have been clearer in expressing their intent that the risk of differing soil conditions remained on the contractor. In choosing not to conduct its own soil tests and, instead, relying on the Geo-systems report when preparing its bid, McDevitt assumed the risk that the actual soil conditions would be different from those reported. Cf. Anderson, 569 F.Supp. at 142 (contractor assumes risk of not being able to perform the contract for the amount of his bid). Given these facts, there is no persuasive reason to shift to Marriott the burden of accommodating the soil conditions on the Project site. Under the explicit terms of the Contract, McDev-itt is not entitled to additional compensation simply because the actual soil conditions created unforeseen difficulties. See Anderson v. Golden, 569 F.Supp. 122, 142 (S.D.Ga.1982) [citing United States v. Spearin, 248 U.S. 132, 39 S.Ct. 59, 63 L.Ed. 166 (1918) and Jefferson Construction Co. v. United States, 392 F.2d 1006, 1007, 183 Ct.Cl. 720 (1968), cert. denied, 393 U.S. 842, 89 S.Ct. 122, 21 L.Ed.2d 113 (1968)]. Cf. Ballou v. Basic Construction Co., 407 F.2d 1137, 1141 (4th Cir.1969) (“ ‘[I]f performance is rendered merely difficult or burdensome or unprofitable, the promisor is not excused.’ ”) [quoting Lehigh Portland Cement Co. v. Virginia S.S. Co., 132 Va. 257, 111 S.E. 104, 108 (1922)]; Flippin Materials Co. v. United States, 312 F.2d 408, 415-16, 160 Ct.Cl. 357 (1963) (Where, by the terms of the contract, “the risks of mistakes as to subsurface materials were deliberately placed on the [contractor,] in the absence of misrepresentation the contractor was to be bound by what he met during performance.”); Eastern Tunnel ing Co. v. Southgate Sanitation District, 487 F.Supp. 109, 113 (D.Colo.1979) (“[T]he mere showing of subsoil conditions unexpected by either party does not automatically release the contractor from his obligations under the contract”). In any event, the condition of the soils underlying the Project site should reasonably have been anticipated by McDevitt. Testimony by McDevitt’s own expert witness, Drumheller, confirmed that the soils actually found were not significantly different in nature or character from those analyzed in the Geosystems report. Nor were they significantly different from those analyzed in the earlier Law Engineering report, the relevant portions of which were included in the Geosystems report given to McDevitt. McDevitt, therefore, must bear the financial burden of the extra work. (ii) Compensation for Additional Work due to Weather Conditions The Contract also explicitly places the risk of anticipatable weather conditions on the contractor. (PX-2, Gen’l Conditions, Art. 7(A)). Extensions of time are authorized only for delays caused “by any act or neglect of Owner or by any contractor employed by Owner, or by changes ordered in the scope of the Work, or by fire, adverse weather conditions not reasonably anticipated, or any other causes beyond the control of the Contractor.” (PX-2, Gen’l Conditions, Art. 7(A)). The central issue, therefore, is whether the time delays were the direct result of “adverse weather conditions not reasonably anticipated, or any other causes beyond the control of the Contractor.” The Court concludes they were not. First, the weather data provided by McDevitt does not demonstrate that the higher levels of precipitation for the relevant time period could not have been reasonably anticipated by McDevitt. It should have come as no surprise to McDevitt that it rains and snows a good deal during the winter in northern Virginia. And the rain and snowfall in the winter of 1986, even assuming arguendo they were greater than the mean for the preceding twenty-year period, was far from the highest recorded and not so unusual as to have been beyond reasonable anticipation. The precipitation levels, therefore, were reasonably anticipatable by McDevitt. Second, McDevitt has not alleged that any outside factor other than the adverse weather caused the delays for which it seeks time extensions. Weather conditions do not fall within the contractual exception for “other causes” beyond McDevitt’s control. Because the Contract specifically mentions “adverse weather conditions”, the subsequent phrase “other causes” doubtless refers to causes other than those previously enumerated, including weather conditions. Moreover, while McDevitt does not control the weather, Marriott has pointed to specific precautionary measures McDev-itt could have taken to minimize the adverse effects of precipitation. In some instances, these preventive or mitigating measures were contractually required. Yet McDevitt chose not to take these actions. This failure to prevent or mitigate the effects undercuts its claim for excusable delay. The delays resulting from the adverse weather conditions are not, therefore, excused. McDevitt’s claim that Marriott’s denial of time extensions for the adverse weather constituted a constructive acceleration of Contract work similarly must fall. In construction contracts, a contractor may only recover for the increased costs of acceleration if it can establish three predicates: “(1) that any delays giving rise to the order were excusable, (2) that the contractor was ordered to accelerate, and (3) that the contractor in fact accelerated performance and incurred extra costs.” Norair Engineering Corp. v. United States, 666 F.2d 546, 548, 229 Ct.Cl. 160 (1981). Here, McDevitt failed to satisfy the first criterion; the delays were not excusable. McDevitt is, therefore, not entitled to recover any additional costs incurred in trying to maintain the original construction schedule. In sum, McDevitt is not entitled to any delay for the effect of adverse weather conditions on the Project site soils. 2. Proposal No. 10 — Undercutting North End of Site and Replacing Unstable Soil with Stone a. FINDINGS OF FACT By letter dated July 23, 1986, McDevitt submitted Proposal No. 10, seeking an additional $64,811.68 for additional work required to undercut and haul away unsuitable soil, install French drains, and place filter fabric and a stone sub-base in certain areas of the north end of the site. McDev-itt contends this additional work was performed pursuant to a contract modification agreed to by Marriott. On March 17, 1986, Marriott relaxed the 95% compaction requirements for the parking lot and entrance areas at the north end of the site. (Body, Tr. at 755, 761). Thereafter, suitable fill material, after being inspected by Matrix, was placed in these areas to achieve the required compaction rate. (Sheats, Tr. at 220-21; PX-162, Matrix Report for 4/1/86). Sometime in late May or early June, McDevitt learned that the soil layer below the top 2 feet in the future parking area at the north end of the Project site had become very wet, soft and, therefore, unstable. (Sheats, Tr. at 221, 223). That discovery came after McDev-itt’s heavy equipment had become mired in the soil while driving through the area. (Sheats, Tr. at 221; Peters, Tr. at 278). After digging several test pits, it was determined that the soil was unsuitable for compaction. (Sheats, Tr. at 221-22). There was, at the time, some speculation that a ground water source, such as an underground spring, was the cause of the wet soil. (Goebel, Tr. at 541). This was never substantiated. On or about May 30, 1986, Rick Peters, McDevitt’s Project Manager, and Jack Body, Marriott’s Project Manager, discussed the problem by telephone. Peters estimated that it would cost approximately $70,000 to $80,000 to remove the wet soil and replace it with stone fill. (Peters, Tr. at 279-80; Body, Tr. at 670-71, 754). Body refused to authorize payment by Marriott for this work. (Peters, Tr. at 279; Body, Tr. at 671). On McDevitt’s behalf, Peters insisted that the work would not be done unless Marriott signed a work authorization order in advance. (Peters, Tr. at 280; Body, Tr. at 671, 754). No agreement was reached at that time with respect to payment for, or performance of, the work. McDevitt nonetheless commenced the work. On Saturday, May 31,1986, McDev-itt’s subcontractor began removing the wet soil and replacing it with stone fill. (PX-52, Van Metre invoice). During the week of June 1, Body discussed the problem in general terms with Goebel and Leake, but did not mention that Peters had told him McDevitt would do no work unless Marriott paid for it. (Goebel, Tr. at 545, 567; Body, Tr. at 674, 753-54). Jim Goebel, Marriott’s general superintendent, asked Jim Leake, Marriott’s on-site soils representative, to inspect the relevant soft areas discovered by McDevitt. On June 3, Leake reported that there was no evidence of an underground spring. (PX-164, Matrix Report for 6/3/86). On June 5, John Baldwin, Marriott’s Project superintendent, signed a Field Order directing McDevitt to do the extra work of replacing the wet soil with stone fill. (PX-54). On or about June 9, Goebel signed a work order authorizing the replacement of the wet soil with stone fill, but halting the “haul-off” of additional soil until a pricing arrangement was agreed upon. (PX-53; Goebel, Tr. at 539). On June 10, he and Peters agreed by telephone that McDevitt would pay one-third the “haul-off” costs and Marriott the remaining two-thirds. (PX-53; Goebel, Tr. at 542, 565-66). Peters then made a notation on the work order reflecting that agreement. (PX-53). As Marriott’s general superintendent of the Project, Goebel had the authority to approve additional work for which the contractor would receive additional compensation. (Goebel, Tr. at 538-39). And although he did not have the actual authority to approve expenditures in excess of $25,-000, (Goebel, Tr. at 538-39; Body, Tr. at 756), he clearly acted, from McDevitt’s reasonable perspective, with the apparent authority to offer such approval. Goebel testified that Marriott’s informal practice was to consult the Project manager before authorizing any work costing close to $25,000. (Goebel, Tr. at 539). In this case, Goebel, was apparently unaware of the approximate cost of the extra work he authorized and had simply assumed that it would be no more than $10,000 to $15,000. (Goebel, Tr. at 541-42). Even after learning of the actual cost of the work, however, Marriott never informed McDevitt that it would refuse to honor Goebel and Peters’ payment compromise. (Body, Tr. at 757; Goebel, Tr. at 600). Moreover, although Goebel claimed that he only authorized the additional work because he believed that the cause was an underground spring (Goebel, Tr. at 544), the record demonstrates that Leake reported to Marriott on June 3, six days before Goebel’s June 9 authorization, that he had discovered no underground springs in the problem area. (PX-164, Matrix Report of 6/3/86). McDevitt now seeks to recover Marriott’s alleged two-thirds share of the hauling costs ($26,132.33), pursuant to the agreement between Goebel and Peters, as well as the additional costs incurred to install stone fill, at Goebel’s direction, in the relevant areas. (PX-52; Peters, Tr. at 284; Goebel, Tr. at 565). Marriott denies this liability and also challenges the reasonableness of the price paid by McDevitt for the extra work. Specifically, Marriott notes that the price paid was based on a truckload of 9 dry cubic yards per truck. (Sheats, Tr. at 225-26). In fact, McDevitt and Marriott agreed to reduce the load to 7 cubic yards per truck because the wet soil weighed more than dry soil. (Sheats, Tr. at 225-26). Photographs taken of the “loaded” trucks clearly establish that each truck carried less than a full load. (DX-196(a), (b), (c)). They do not, however, reveal how much less, if any, than 7 cubic yards was carried in each truck. b. CONCLUSIONS OF LAW McDevitt is entitled to receive compensation equal to two-thirds the costs of hauling the wet soil off-site. Under the Contract, the contractor bears sole responsibility for unanticipated soils problems (PX-2, Specs., Section 02010, Art. 1.03(A)), and is required to complete the work in strict compliance with the Specifications. (PX-2, Gen’l Conditions, Art. 40(A)). The work performed by McDevitt — undercutting and hauling away unacceptable soil, installing French drains, and furnishing and installing filter fabric and a stone sub-base — was necessary to meet the Specifications’ requirements for the modified compaction rates in the underlying soils. McDevitt initially failed to meet those compaction requirements. As a direct result of that failure, the additional work became necessary. Marriott, however — through its agent Goebel — authorized in writing the performance of that additional work and agreed to pay two-thirds of the hauling costs. From McDevitt’s position, Goebel had the apparent authority to authorize such an expenditure. See Dere v. Montgomery Ward & Co., 224 Va. 277, 295 S.E.2d 794, 796 (1982) (“Whether an act is within the apparent scope of an agent’s authority turns upon the question whether ‘an ordinarily prudent person ... would be justified in believing that he is authorized to perform the act.’ ”) [quoting Wright v. Shortridge, 194 Va. 346, 353, 73 S.E.2d 360, 365 (1952)]; accord Neff Trailer Sales, Inc. v. Dellinger, 221 Va. 367, 269 S.E.2d 386, 388 (1980). And at no point after learning of Goebel’s actions did Marriott ever inform McDevitt that it was repudiating this cost-sharing agreement. In effect, therefore, Marriott ratified Goebel’s actions and is bound by the agreement. See Norfolk Sand & Gravel Corp. v. Ohio Locomotive Crane Co., 217 F. 25 (4th Cir.1914), cert. denied, 238 U.S. 615, 35 S.Ct. 284, 59 L.Ed. 1490. (1915); Kern v. J.L. Barksdale Furniture Corp., 224 Va. 682, 299 S.E.2d 365, 367 (1983). Marriott’s contention that the agreement was premised on a mistaken assumption, namely, that the cause of the wet soil was an underground spring, does not abrogate its written agreement. The doctrine of mutual mistake allows an obligor to void a contract only where there is “ ‘a mutual mistake as to the existence of facts which go to the essence of a contract.... ’” Hitt v. Cox, 737 F.2d 421, 424 (4th Cir.1984) [quoting United States v. Garland, 122 F.2d 118, 121 (4th Cir.), cert. denied, 314 U.S. 685, 62 S.Ct. 189, 86 L.Ed. 548 (1941) ]. Here, both parties knew that an underground spring was a possible cause of the wet subsurface conditions. Both parties, however, were also aware by early June that Leake, Marriott’s on-site soils representative, had inspected the site and reported no evidence of an underground spring. Marriott has not, therefore, demonstrated that this mistaken belief actually motivated its agreement to pay. Even assuming, ar-guendo, that a mistaken belief was Marriott’s motivation, it is far from clear that this mistake was central to the agreement. After Marriott learned that its belief was erroneous, neither Goebel nor any other Marriott official cancelled or repudiated the agreement. Had this assumption been central to the agreement, as Marriott now contends, it would have certainly acted to withdraw its previous consent or, at least, to renegotiate the cost-sharing arrangement. Marriott, by its inaction, confirmed that the underground spring assumption was not its sole reason for agreeing to pay. Moreover, it is well-settled that “[a] party bears the risk of a mistake when ... he is aware, at the time the contract is made, that he has only limited knowledge with respect to the facts to which the mistake relates but treats his limited knowledge as sufficient....” Restatement (Second) of Contracts, § 154 (1981). See also In the Matter of Westinghouse Elec. Corp. Uranium Contracts Litigation, 517 F.Supp. 440, 458 (E.D.Va.1981). Here, Marriott chose to make the agreement with a limited amount of information. It, therefore, assumed the risk of what it now claims was a “mistake.” In short, both parties knew that an underground spring was only one possible cause of the wet soil. The agreement to divide the costs between the parties reflected their apparent uncertainty regarding the existence of an underground spring. In such circumstances, “ ‘where parties enter a contract in a state of conscious ignorance of the facts, they are deemed to risk the burden of having the facts turn out to be adverse, within very broad limits.’ ” Id. Here, the parties entered into a cost-sharing agreement which reflected their uncertainty regarding the cause of the problem. Marriott, therefore, assumed the risk that the cause was not an underground spring and is accordingly bound by its agreement to share the costs. McDevitt is entitled to $64,811.68 in compensation for the cost of the additional work ordered by Marriott, including Marriott’s agreed share of the haul-off costs. In so holding, the Court rejects Marriott’s challenge to the reasonableness of the costs incurred. That the trucks hauling the wet soil were not filled to capacity is conceded. There is, however, insufficient evidence from which the Court can conclude that the trucks were carrying less than the agreed-upon reduced load of 7 cubic yards. Instead, the Court is persuaded that McDevitt has carried its burden of showing that the claimed costs associated with hauling the soil were reasonable. 3. Proposal No. 21 — Elevators a. FINDINGS OF FACT McDevitt’s Proposal No. 21, dated October 8, 1986, requests an additional $6,364 as compensation for the costs of providing and installing wider, non-standard door jambs at six elevator doors. The Contract Specifications require the contractor to install a “pre-engineered” elevator. (PX-2, Specs., Section 14240, Part 1.02). The Specifications also list three pre-engineered elevator manufacturers, the name and telephone number of a contact person, and the names or identifying numbers of acceptable models. (PX-2, Specs., Section 14240, Part 2.02). The “Fastrack III” model manufactured by Westinghouse Elevator Company is one of the models listed. On April 25, 1986, Westinghouse informed McDevitt by letter that its Fas-track III jamb design could not accommodate the wall thicknesses called for by Marriott’s architect in revised elevator shop drawings. (PX-56, at 4; Peters, Tr. at 296, 298-99, 423). Westinghouse ultimately agreed, at McDevitt’s urging, to modify its standard, pre-engineered elevators to fit the architect’s drawings for an additional $6,364. (PX-56, at 3; Peters, Tr. at 299). On or about August 29, 1986, McDevitt issued a change order to Westinghouse, authorizing the necessary modifications. The modified elevators were installed in the Project. (Peters, Tr. at 300). Until its submission of Proposal No. 21, however, McDevitt concedes that it did not formally notify Marriott of this problem or of the additional costs to modify the elevators. (Peters, Tr. at 426-28). b. CONCLUSIONS OF LAW It is conceded that McDevitt failed to give Marriott the seven days’ written notice of the additional costs required to accommodate the Marriott architect’s drawings for the elevators. The Contract explicitly requires such notice. Article 17(A) of the General Conditions requires McDev-itt to obtain written authorization from Marriott before performing any change in its work. (PX-2). Moreover, Article 18 specifically requires seven days’ written notice and, except in emergency cases, written authorization before proceeding on work based on an instruction in the shop drawings for which McDevitt claimed entitlement for additional compensation: If the Contractor claims that any instructions by Drawings (including Shop Drawings) or written clarification or otherwise involve extra costs under his Contract, he shall give the Owner’s Representative written notice within seven (7) days, complete with detailed labor and material costs. Except in an emergency which endangers life or property, the Contractor shall not proceed without written acceptance in the form of a Change of Contract or written notice to proceed from the Owner. The failure of the Contractor to provide such written notice shall deprive the Contractor of its right to claim such extra costs. (PX-2, Gen’l Conditions, Art. 18). See also PX-2, Gen’l Conditions, Art. 17(A) (“Contractor shall not perform any change in the Work without prior written authorization.”). (PX-2). By the terms of the Contract, therefore, McDevitt’s failure to give such notice bars this subsequent claim for additional compensation. See United States v. Centex Construction Co., Inc., 638 F.Supp. 411, 413-14 (W.D.Va.1985); Service Steel Erectors Co. v. SCE, Inc., 573 F.Supp. 177, 178-81 (W.D.Va.1983); John W. Johnson, Inc. v. J.A. Jones Construction Co., 369 F.Supp. 484, 494 (E.D.Va.1973); Atlantic and Danville Ry. v. Delaware Construction Co., 98 Ya. 503, 37 S.E. 13 (1900). McDevitt’s argument that formal written notice was unnecessary because it was Marriott’s architect who first brought the discrepancy to McDevitt’s attention is not well-founded. It may be construed, in essence, as a claim that Marriott implicitly waived the notice requirement. It may be true that the suggested modifications to the elevator door jamb to accommodate the Specifications were made by the architect before the shop drawings were even returned to McDevitt. There is no evidence, however, that the architect or anyone at Marriott was aware of the attendant costs. McDevitt has failed to demonstrate by a preponderance of the evidence, let alone by clear and unmistakable evidence, that Marriott, by the actions of its architect, implicitly waived the notice requirement. See Service Steel Erectors Co., 573 F.Supp. at 179 (burden on party claiming waiver to establish waiver by clear and unmistakable evidence) [citing May v. Martin, 205 Va. 397, 137 S.E.2d 860, 865 (1964)]. McDev-itt’s mere assumption that the shop drawing revisions represented Marriott’s final decision on the elevator door size is insufficient to excuse McDevitt’s explicit contractual obligation to notify Marriott of the additional costs incurred as a result of the revisions. By failing to notify Marriott, McDevitt effectively precluded Marriott from re-examining its drawings and perhaps selecting less costly alternatives. McDevitt is, therefore, responsible for the additional $6,364. 4. Proposal No. 26 — Temporary Heat a. FINDINGS OF FACT By letter dated July 8, 1987, McDevitt submitted Proposal No. 26, seeking additional payment of $46,571 for the cost of temporary heat in the buildings from November 1986 through March 1987. (PX-58). Before trial, McDevitt reduced its request to $23,453 for the period from December 3, 1986 to January 29, 1987, and in building D only, for the period from February 4, 1987 to March 10, 1987. (PX-58; Peters, Tr. at 300-09, 457). McDevitt also sought a 26-day time extension for delays due to “changes in the design of the switchgear, lack of an executed change order to perform the work, [and] Virginia Power enerization [sic] date slippages.” (PX-58; see also Peters, Tr. at 430). (i) Permanent Electrical Service The Contract requires the contractor to provide any temporary heat necessary to maintain the prescribed construction schedule. (PX-2, Supplemental Conditions, Art. 1.02). Once permanent electrical service had been connected, however, approximately “sixty (60) days prior to building turnover,” Marriott was obligated to pay for the utilities. (PX-2, Supp. Conditions, Art. 1.04). On June 2, 1986, Virginia Power informed Marriott, by letter, that installation of permanent electrical service was scheduled to begin July 29, 1986, provided seven prerequisites were satisfied by July 1, 1986. (PX-63). These requirements included the return of a signed and notarized “right of way agreement” and the installation of the electrical switchgear. (PX-63). One month later, by letter dated July 2, 1986, Virginia Power rescheduled the connection of electrical service to August 19, 1986 because the seven requirements had not yet been met. (PX-64). At some later point, Virginia Power again rescheduled connection for November, 1986. For a third time, connection work was rescheduled to begin on December 1,1986 because, in part, McDevitt had not yet installed the electrical switchgear. This work was scheduled to be completed on December 22, 1986. (DX 105; Peters, Tr. at 434). As matters turned out, McDevitt did not install the switchgear until December 3, 1986. (PX-61; Peters, Tr. at 305, 433-34). Accordingly, Virginia Power had to reschedule yet again the date on which connection service was to begin. Apparently, a contractor who misses the scheduled date for Virginia Power work is placed at the bottom of Virginia Power’s waiting list. (Goe-bel, Tr. at 562-63, 594). Rescheduling may then take several additional weeks. (Goe-bel, Tr. at 562-63, 594). By the second week of December, 1986, McDevitt had completed all the contractual work that was a necessary predicate to connection of permanent power. (Peters, Tr. at 431-32, 434). Thereafter, by letter dated January 9, 1987, McDevitt tentatively confirmed with Virginia Power that permanent power would be connected on or about January 21, 1987. (DX-106). In the meantime, Marriott had not yet received approval for the required easement. On November 25, 1986, Marriott sent to Virginia Power a “Grant of Easement.” (DX-108; PX-66). Rick Peters, McDevitt’s Project Manager, testified that a Virginia Power representative who visited the Project site in December, 1986, told him that Marriott did not yet have the required easement in place. (Peters, Tr. at 306, 434-36). On January 14, 1987, Virginia Power rejected the easement, citing six stumbling blocks to approval. (PX-67). At no point, however, did Virginia Power suggest or warn that full energization would be delayed until these problems were ironed out. (PX-67). By January 16, 1987, however, the easement was apparently approved. On that day, Marriott’s counsel sent Marriott’s Project superintendent a copy of the “fully-executed [Virginia Power] easement agreement.” (PX-68). And on January 29, 1987, Virginia Power connected the permanent power for the Project. (PX-62; Peters, Tr. at 302-03, 306). Until that time, McDevitt supplied temporary heat to the building areas. (ii) Building D Rooftop Heating Units Even after permanent power was connected, McDevitt claims that from February 24 to March 10, 1987, the permanent heating units on the roof of Building D were allegedly unusable because of an alleged error in the contract design. That design, according to McDevitt, placed the units too close to the rear of the roof to satisfy the local building code. Until a waiver was obtained, McDevitt alleges that the permanent heating units could not be used, and temporary heat was provided by McDevitt. (Peters, Tr. at 307-09). McDevitt, however, presented no evidence that the Town of Herndon prohibited or prevented McDev-itt from using the heating units before the waiver was granted. (Peters, Tr. at 307-OS). Moreover, before trial, McDevitt never communicated to Marriott that the rooftop unit design had created problems. (Peters, Tr. at 431). b. CONCLUSIONS OF LAW (i) Permanent Electrical Service From December 3, 1986 to January 29, 1987, McDevitt alleges that the only obstacles to Virginia Power’s provision of permanent electrical service was either the lack of an acceptable easement or Virginia Power’s scheduling requirements, that is, causes allegedly beyond McDevitt’s control. McDevitt, therefore, seeks reimbursement for the cost of providing temporary heat during that time period. The Court is not persuaded. As a preliminary matter, the actual delay period, if any, did not begin on December 3, 1986, as McDev-itt claims, but on or after January 21,1987. According to the oft-revised work schedule, even if McDevitt had completed its work by December 1, 1986 so that Virginia Power could have commenced its connection activities and Marriott had obtained the easement, full energization would not have occurred until December 22, 1986. Still, McDevitt did not meet that deadline and the next scheduled energization date was January 21, 1987. The more accurate delay period, if any, would therefore have been only eight days, from January 21 to January 29, 1987. In any event, the Court rejects McDev-itt’s contention that Marriott should be held liable for this delay. To begin with, this claim is unenforceable under the Contract. McDevitt essentially seeks to recover damages due to an alleged delay by Marriott. Article 7(A) of the Contract’s General Conditions explicitly bars such claims. (PX-2). Such “no damage for delay” clauses are generally enforceable. See W.C. James, Inc. v. Phillips Petroleum Co., 485 F.2d 22, 25 (10th Cir.1973); F.D. Rick Co., Inc. v. Wilmington Housing Authority, 392 F.2d 841, 843 (3d Cir.1968); George J. Grant Construction Co. v. United States, 109 F.Supp. 245, 246, 124 Ct.Cl. 202 (1953). And there is no evidence that any such delay by Marriott was unreasonable, intentional, or fraudulent such that the clause should not be enforced. See E.C. Ernst, Inc. v. Manhattan Construction Co., 551 F.2d 1026, 1029, reh’g granted, in part, on other grounds, 559 F.2d 268 (5th Cir.1977), cert, denied sub nom, Providence Hospital v. Manhattan Construction Co., 434 U.S. 1067, 98 S.Ct. 1246, 55 L.Ed.2d 769 (1978). Beyond this, and even assuming Article 7(A) is unenforceable, McDevitt has failed to offer persuasive evidence that Marriott’s delay in obtaining approval of the easement delayed the connection of permanent power. The record establishes only delays caused directly by McDevitt’s delays which, in turn, necessitated the numerous rescheduling efforts by Virginia Power. McDevitt is, therefore, precluded by the Contract from recovering damages the delays, even if proven, and must shoulder the additional costs of temporary heating until January 29, 1987. (ii) Building D Rooftop Heating Units The Contract also specifically precludes claims for additional costs due to plan designs unless the contractor promptly provided Marriott adequate notice of the problems and possible additional costs. (PX-2, Gen’l Conditions, Arts. 17(A), 18). McDevitt admittedly failed to provide Marriott such advanced notice. And there is no allegation by McDevitt that Marriott waived the notice requirement. McDevitt’s claim, therefore, is explicitly barred. See United States v. Centex Construction Co., Inc., 638 F.Supp. 411, 413-14 (W.D.Va.1985) (contractor’s failure to comply with seven-day damage notification clause barred subsequent claim for additional payment); Service Steel Erectors Co. v. SCE, Inc., 573 F.Supp. 177, 178-81 (W.D.Va.1983) (absent waiver by general contractor, subcontractor’s failure to provide timely notice of extra work barred claim for additional compensation); John W. Johnson, Inc. v. J.A. Jones Construction Co., 369 F.Supp. 484, 494 (E.D.Va.1973) (subcontractor’s failure to obtain prior written approval for extra or changed work precludes claim for additional compensation). 5. Proposals No. 54, 55, 81 — Sprinkler System a. FINDINGS OF FACT On March 9,1987, McDevitt submitted to Marriott Proposal Nos. 54 and 55. In Proposal No. 54, McDevitt seeks $17,580 for certain revisions to the attic dry sprinkler system necessary to comply with local code requirements and to be compatible with the roof framing system. (PX-73; Peters, Tr. at 309). Proposal No. 55 claims $4,210 for revisions to the sprinkler system necessary to meet the specific requirements of the Fairfax County Fire Marshal. (PX-74). On June 3, 1987, McDevitt submitted Proposal No. 81, claiming an additional $3,141 for the addition of flow and tamper switches to the sprinkler system in order to coordinate the fire alarm system and the sprinkler system. (PX-81). In total, McDevitt claims $24,731 for additional work necessary to conform the Project’s sprinkler system to the applicable local codes. (Peters, Tr. at 313-15). Marriott’s Contract drawings call for a fire sprinkler system and specified the number, type and location of heads, and the routing and size of pipe to be used. (PX-3; Peters, Tr. at 310; Body, Tr. at 786-87). Fairfax County required changes in the system depicted by Marriott’s drawings to ensure code compliance. (PXs-73, 74, 90; Peters, Tr. at 310). McDevitt’s subcontractor made the necessary changes. The Project’s fire alarm system currently meets the County requirements. Marriott issued change orders to pay $25,031 for some of the changes made by McDevitt’s subcontractor. (Peters, Tr. at 310-11; PXs-6, 9). Marriott agreed to pay for those particular changes because it believed that McDevitt could not reasonably have anticipated the relevant code revisions when it submitted its bid. (Body, Tr. at 720-21). Other necessary changes were attributable to the failure of McDevitt's subcontractor to recognize that changes in the drawings were necessary for code compliance. McDevitt now seeks payment for these additional work changes performed. In a letter to Marriott dated February 6, 1987, McDevitt acknowledged that “the flow and tamper switches are a part of [McDevitt’s subcontractor’s] scope of work and that their shop drawings should have shown all of the flow and tamper switches necessary to provide a complete and workable system.” (DX-115, at 2). That letter, however, further noted that the subcontractors responsible for adding the flow and tamper switches and preparing the revised fire alarm submittal package “will submit a proposal to McDevitt & Street Co. analyzing any costs incurred above and beyond the bid documents. McDevitt & Street will in turn submit a proposal to Marriott for the same.... No work will be performed nor will equipment be ordered until Marriott has issued a change order for the additional work.” (DX-115, at 2). b. CONCLUSIONS OF LAW Under the Contract, McDevitt is clearly responsible for ensuring compliance with relevant local codes, including the fire code. (PX-2, Specs., Section 15300, Part 1.06(D); Gen’l Conditions, Art. 8(C)). That responsibility included the installation of flow and tamper switches necessary to coordinate the fire alarm system, (PX-2, Specs., Section 15300, Part 1.06(D)), and “[a]larm system devices, including alarm valves, flow switches, tamper switches all coordinated with Fire Alarm and Detection Section.” (PX-2, Specs., Section 15300, Part 1.02(B)). If such compliance required changes in the shop drawings or specifications, the Contract explicitly provides that such changes would be “covered by Change of Contract” after notification to Marriott by the contractor, as described in Article 8(C) of the General Conditions: Contractor warrants that, when completed, the Work shall be in compliance with all such laws, ordinances, codes, rules and regulations, and the requirements of the Board of Fire Underwriters, in effect at the time of completion. If the Contractor observes that the Drawings and Specifications are at variance therewith, he shall promptly notify the Owner’s Representative, in writing, and any necessary changes shall be covered by Change of Contract in accordance with Article 17 hereof. If the Contractor performs any work that is contrary to such laws, ordinances, codes, rules and regulations, the Contractor shall bear all costs including demolition costs, reconstruction costs, and all fines. (PX-2, Gen’l Conditions, Art. 8(C)) (emphasis added). The responsibilities of McDev-itt as contractor were thus very clear: it was responsible for detecting and correcting any inconsistencies between the drawings and the code requirements. The Contract expressly provides that the: [s]prinkler and standpipes layouts and routing shown on the Fire Protection drawings and sprinkler head locations shown on the Architectural drawings are for information only. The contractor shall be responsible for the actual layouts, routing of piping and additional sprinkler heads and piping necessary, to meet all code and insurance requirements. The contractor shall be responsible for obtaining all permits and approvals for the systems from code and insurance officials but shall not propose any alteration, or addition to, the layout, pipe routing or sprinkler head locations without prior approval of the architect/engineer. (PX-2, Specs., Section 15300, Part 1.06(D)) (emphasis added). If changes were necessary for code compliance, McDevitt was required to notify Marriott of the necessary changes. Marriott, in turn, was obligated to issue a Change of Contract to the extent the changes were, in fact, necessary. There is no requirement, however, that Marriott approve in every Change of Contract a concomitant increase in the Contract price. Under Article 17, a Change of Contract may authorize “a change in the Work or an adjustment of the Contract Sum or the time of performance.” (PX-2, Gen’l Conditions, Art. 17(B)) (emphasis added). Here, McDevitt clearly satisfied its contractual obligation to install the fire sprinkler system in accordance wit