t three critically important issues for the panel to consider we believe the district court erred in his decision in three respects farce when it granted a de novo review of handel's to fall apart press for not completing the project by the completion date of september th two thousand and fourteen and in doing so ignored the contractually specified administrative remedies nd when it imposed substantial completion on the entire project contrary to the contract specifications and the recommendations of every design professional responsible for this project and rd when it receives to enforce d the clear and unambiguous terms of the surety takeover agreement executed between hanno and liberty mutual which provided for liquidated damages for each day of delay to the project as to the st issue regarding the district court's been over you review panels to fall apart  it is a public housing authority which receives virtually all of its funding from the federal government through the department of housing and urban development through federal regulations and contracts that govern handles operations it's hud who dictates how hanno spends its money as handles prime contractor for this project part process is also legally obligated to comply with the contracting procedures and requirements that are mandated by i think the record is clear here that park press failed to do that this is the contract was written by hu which is the fifteen thousand three hundred and seventy four dollars that is the contract that mandated by hook that is incorporated into every public housing construction contract that in excess of one hundred thousand dollars and the federal and state courts have looked at that contract and interpreted that language have all consistently held that the administrative procedures and requirements in that document and that contract should be strictly construed and or non w that real essence of those cases suggests that the road to the courthouse for any dispute arising under a relating to that contract that road must st pass through the disputes cla dollars so the contractor has no right to litigate any dispute or any claim arising under a relating to that contract unless it st emits a contract for right but that's but this action has been interpreted to fall under thirty two which is terminations of the contract that is correct well what do you get from the disputes provision in twenty nine terminations and why doesn't thirty two provide the rule of decision here with thirty two dollars does provide the route for decision here and that is that is the essence of our argument yours that dollars b is the provision of the contract that required every part park press the contractor to file its notice of delay in order to avoid being terminated by following their lives of delay they didn't it didn't that claim never made it to the disputes clause so he claimed was never filed under the disputes clause because they didn't satisfy those prerequisites in the  that they were claiming had delayed them on the project they could have submitted a proposed change order seeking additional time to the completion date of the contract they could have filed a claim in writing with the contracting officer contesting  the default that was issued by you know or they could have documented a delay claim for a specified number of excusable delays to the project they did none of that  actions and part press and liberty their surety in this case both admit that no claims were ever filed ever submitted to the contracting officer on the disk under the disputes clause and no written notice of delays was provided to support a delay client therefore the contracting officer here for the public housing authority never had the opportunity to conduct the contracts we mandated investigation and render a written decision as to any of the delays that park west was alleging causing them to be delayed on the project so it is clear that park press understood the process and even realized that it had an obligation to do something so on september the and forty two days before the completion date park press sent to hand it was project manager not the contracting officer the project manager a letter in title notification of delays that letter allege several excusable delays and also promise additional documented support as well as opposed to change order that would have extended the contract time but park chris failed to deliver on any of the promises made in that letter and never provided any documentation to the contracting office or officer to support the impact or extent of any of the delays that they were alleging in that letter even after they were default on working toward its completion when they paid they were paid so really the gist of this appeal really has to do more with the four hundred and thirty seven thousand dollar verdict right against him now yes and it also has to do with the way the contract was interpreted by the district court the fact that the district court allowed the contractor to ignore these mandated administrative procedures before it was able to walk into court seeking a judicial review of an earlier default by the housing authority so this appeal in fact speaks to the importance of these mandated the district court's finding that hanover waived its right to receive notice was based on the fact that you know representatives attended weekly meetings for these for this project there were many discussions about many issues including delays of the project which had occurred since two thousand and thirteen when this project started look and it shows up at these meetings and has these discussions but the contract requires the contractor to make written claims to document issues to follow a process for getting decisions from the contracting officer and that was never done in any respect with regard to any of the delays that were laid on this project by the contractor so the district court's finding that and await a contractually mandated requirement by simply showing up at weekly meetings to discuss the project was simply an error of the contracting officer at the weekly had this experience in texas also let's say that even these notice provisions can be waived and we've looked at those cases here in louisiana and none of those cases involve several projects none of those cases that we've looked at here in louisiana involve federal contracting forms so we think that's a distinguishing factor in this an important factor here because again this appeal is about the sanctity of those forms and the importance of these federal projects being governed by mandated federal forms which is why the implications for the district court's decisions decision this case is so wide ranging little doubt about that so we've cited the clause is there for a reason and is bared for the public policy reason of essentially allowing public housing authorities to adjust and correct these contract disputes these project issues on an administrative level they are by mitigating damage claims and avoiding the cost of litigation on these projects and that's the reasoning that was applied by its by the supreme court in the crow considered very similar language in disputes clauses and default clauses in a government contract and the court there acknowledge the importance of the contractual scheme that provides for this administrative mechanism to detect it that needs to be complied with before it can be a contractor can actually walk into court seeking relief here the district court committed legal era when it disregarded that image created mechanism and by also ignoring the written notice requirement in thirty three dollars to be and a lot in a loud park press especially bypassed the contracts administrative mechanism and submit a claim to the contracting officer before it was allowed to proceed to court district court gave parker's the benefit of a of a de novo review of its earlier default by hanno even though it failed to either submit a written notice of time and timely written notice of the law even though it never submitted a claim for excusable delays even though it never requested a change or seeking additional time and even though it didn't bother to even contests the default by hand earlier in september t so instead of complying with these available agreed upon procedures park press decided to walk into court so the reality that's been created here by the district court's decision is that now a contractor like park press is given an unqualified right to proceed with the work on the project and hanno is restricted and limited to only terminations for convenience it can't terminate for the fa under this scheme so that eliminates any possibility for him to recover liquidated damages from the contractor and hannah loses the ability to enforce a completion date for the project and that's what we had here for eight months the contractor got a an indefinite extension of time to continue working continue being paid but handel had no ability to enforce the completion of the project the district court this is a very good  ways perhaps didn't understand the inner play between the disputes clause and the thought cause i think the argument that's been made from the other side is that the claim that  declaratory relief was not a claim that in fact arose under a related to the contract that was subject to the disputes clause and i think the court adopted that position but that position is wrong this is a claim that relates to the contract that arises in the contract it's a claim about the fault of the contractor and the fact that the contractor did not see the proper relate to the project through the procedures provided so this is a claim that relates to the contract it arises under the contract and it should be a claim that was directed through the administrative process which it did not do and so what the district court did was essentially carb a hole in the middle of the contract and said that this disputes clause doesn't apply that any notice that hannah would have been entitled to under thirty four so i do think it represents a misunderstanding of the you know play between those two clauses but it's a significant modification of a very important federal contractual requirement that should be reversed by this court as to have the you mr krabs david krebs your honest for liberty mutual careful they are footnoted they are happily supported by the record what we have here is in my view the phone legal argument that this is somehow subject to federal contracting law which it is not the public housing authority is a state agency this is a this is a public contract this is governed by state law now that said judge jones i i i agree at least with the inference that i took from some of your these noticed provisions were waived in it's important i think to focus on which it was a provision was waived there are as judge jones pointed out there are two provisions here there's section or paragraph twenty nine in section three thousand two hundred and twenty nine has to do with equitable adjustment of the contract twenty nine has to do with the contractor saying to be quite happy to be precise about it it talks about contract changes maybe i'm reading it too narrowly but what it says is the contracting officer mad any time without notice by written order to make changes in the work within the general scope of the contract including changes colon one in the specifications two in the method or manner of performance  three p h a furnished facilities for directing the acceleration in the performance so you think that requests for an additional time would have been changes in the method in a manner of performance i mean i don't see what i'm saying is i'm not sure that twenty nine applies to visit situation at all nor do i judge nor do i but i do and perhaps i was getting to t enough but they're there they're separate it has to do with changes i think of changes in terms of public contracts as requests for acquittal adjustment which is why it's that term it has to do with changes and complete their separate mechanisms separate concepts in separate mechanisms in you see that when you look in you see that under twenty nine  notice required is thirty days under thirty two dollars b which has to do with determination it's ten days there are different provisions what we're dealing with here is an improper terminations of park crests st and then after liberty took over of liberty delays that are beyond its control and it qualifies sat in b two to say and written notice my problem is not paragraph twenty nine my that at the course of the contract and the evidence that came in and seven days of trial i think park press quickly got into a mode where it was just trying to get out with it skin it wasn't looking it wasn't thinking i'm going to get extra time i'm going to get relief i think what they were doing though was they were working collaboratively i know they were working collaboratively collaboratively because i sat through that product to working collaboratively to try to get the project complete and informing hanno of the delays now i say that of the notice was not given to judge applied judge barbieri applied the proper provision but he found as a matter of fact that the waiver exist the law is clear as judge jones noted both in louisiana and nationwide that these clauses can be waived in about thirty two b notice i am your honor i'm sticking with in the context of of this appeal the court found a time in the fact when twenty five park press repeatedly updated hanno of the delays it was experiencing at the project and had i was aware of all police experience by fact i think it's one of seven i don't have it written here but i think it's one of seventy eight not only were they aware of the delay but their contracting the project manager had asked builds that would have prevented  they gave a change order finally on the roof on aug th five days after the take go over completion date of august th we didn't even get the change order until after the completion date and the default at liberty two days later on august  th although the judge found that change order extended the time from november and there's a final point i want to make judge are being found in finding the facts sixty one hand i'm quoting handles conduct throu cause of delay to the projects completion when you're dealing with a poisonous project like this this begs a question to me where the project is being delayed essentially continuously individually by themselves may not constitute a cause so what we have here is we have a public owner that knows the project is being delayed it is what you're arguing very  defend the entire reasoning of the district court there are you i'm going to defend the basis of the reasoning yes you are you back into your equity argument well no but but i'm not you up what i'm back to it's thirty two b i'm back to the contract because i'm back to the fact that these were people who had separate contracts with had go and that their actions clearly delayed the contract or through no fault of his own he didn't control porres he didn't control press i would also say i would also add in i'd also point out judge that in the case of  that contractual relationship and i want to emphasize here i think the agency is irrelevant to to these arguments contrary to what the district court said yes your honor i didn't agree that  it is tied to agency i think it ties to thirty two b of the contract but judge leaving aside what the contract says in going back perhaps to equity but also i think toward the they can disclaim agency but the district court found a what he called it an unusual and not improper but something like that relationship between hanno and the architect where it can know where kennedy the project manager was ghostwriting the architects letters kennedy was ghost writing them in the architect who as the judge points out was not a licensed architect was signing had i was making these decisions not the architect now we haven't gone into that thing in great detail in our brief because we rely on the contract we rely on the contract which is properly applied by the judge and and on the way for argument and the once you get to waiting for your honor they have to show clear error and i think under the facts we just stated that they not pay for the site drawings until september two thousand and fourteen and then there is simply is that is that true or not that is not true it is that it's not true your honor if i am looking for my reference here all right that is a pure credibility determination michael stewart the principal park press testified that he followed up regularly with the sewage and water board the sewage and water board plants were not approved until september two thousand and fourteen the stamp plants themselves back him up the show a stay up a subpoena her two thousand and fourteen what you're referring to judge jones was testimony by clarke who was one of the design professionals who said that they were ready in two thousand and fourteen but on cross examination he admitted that he had never gone to the sewage and water board to try to pick up the plants he had no personal knowledge on the issue and in  's entire assignment on this point rests on a myth mischaracterization of the manse testimony because they simply say as your honor just said they say that that that's  when the the the fee was paid but that is not what nick clark said it in this was under hot cross examination the stamp on the revised drawings indicates when the fee was finally paid not when the drawings were prepared to prove that's what had it s his actual testimony was he only quote thinks that it represents when the process was completed with sewage and water board so the feel was paid in the plans were issued so this testimony was subject to sustained objection to trial that clark lacked personal knowledge of this whole process and at the end of the day in wayne the testimony judge r b a believed stewart and there's no reason to overturn that honor i'm a little concerned i'd like to move on quickly to the other two points that mr butler said he wanted to make particularly if you're going to raise him in rebuttal i would like to address of this just quickly the district court in thousand opinions held by liberty and park press architectural expert mr watts who specifically a pint in his estimation the project was substantially complete as of december two thousand and fifteen contemporaneous it was substantially complete i would say it was fun the complete but those are different distinct concepts of what handle hangs its hat on the streets and again it's a mischaracterization of elsie's testimony if you look at those videos you'll see residents driving on the streets those streets were substantially complete they have not been finally accepted by the department of public works that is not substantial completion  next completed the work hanno issued a state certificate of stat substantial completion to comb that x although comix was in the very same position position the park west that bit the streets were done people were driving on them but they had under dispute so you do the takeover remit you say are a couple things are going to be modified normally we try to get them to give up a little bit of liquidated damages but at the end of the day if you go from the take over of freeman getting claims actions and defenses are reserved so the idea is we're going to complete a porting to the construction contract and we're going to fight about it later which is what we've done and why  with that you're on it i think i have let me ask you back on this waiver business system it seems to me that your argument on waiver is collapsing thirty to waiving the requirement of ten days notice because hano was one who was responsible all mentally for the many of the delays you see it i'm saying now the way i do your honor but i but i'm not sure i agree if i look at thirty to be one the delay in completing it it says the contractors right to proceed shall not be terminated nor the contractor charged with damages if one the delay in completing the work arises from an forseeable cause is beyond the control and without the fault of or negligence of the contractor then it goes on to give in the end too is when it graphs on the notice provision and it says the contractor within ten days unless otherwise indicated from the beginning if such delay notifies a contracting officer in disagree because i think what he was finding was that park crest was not responsible for those delays i don't have to show that hand zero was responsible i have to show our quest was was not waiver argument is the same as i'm just saying this you're i mean i think i said that you say that amos you're unforeseeable the way argument whereas i and again i happen to have in a waiver cases i am seen him but is there testimony in the record where park press said well you know this is this is taking a lot longer than we expected or you know this sewerage problem is causing us to be unable to discussion and was essentially rejected by by well if rejected or not i mean there has to be more to the waiver than the fact that hano mismanaged the contract i view legally speaking because otherwise he was just a visitor rated the notice requirement and then when i'm struggling with judges i agree with you but i don't think that that's what i'm saying because if you look for lot of time but bring around o'connor is like there's a construction lawyers with more every it's on everybody's shelf everybody uses it there are two construction lawyers in minneapolis did it what did they discuss this they say an owner's right to timely notice may also be deemed waived if the owner in fact was aware of the condition conducted its own investigation into the merits of the claim without raising lack of timely notice or cannot prove that it was prejudiced by a lack of time we notice kar mr butler we went to this get his or argument he said that he never had that hanno was denied the opportunity to conduct an investigation and that's what the notice provision is for and i agree that's what the notice provision is for but they conducted an investigation they knew they absolutely know it in and so if i can see why your honor feels like about what the different judge here did and i don't think that mr cripps has essentially answered the question i just wanted to size that because the district judge felt that you know that not properly manage the project for whatever reason became a justification to rewrite the contract and again i think that's where we differ here about what the result was the contract is still the contract mr krabs that indicated that court that hanno and mismanaged the project on the ground and because of that the district judge decided to rewrite the contract to provide the contractor with some measure of relief but to do that the contract had to be ignored in some respects mr krebs pointed to the fact that there was a lot of working collaboratively between hanno and the contractor even if they were working collaboratively that doesn't relieve  contractor from complying with the contract as written there were requirements there were procedures that had to be honored and those were not honored by the contractor here  in these situations where all sides are sort of in effect rewriting the contract i mean it isn't just one side it's hard to rewrite a contract when you're only one party to it in effect both sides rewrote this contract as they went along and so he was trying to accommodate that concession on both sides apart from stan and i don't know but but this is a good judge and he listened to all this testing and he somehow landed and i may have landed on a version of the contract that someone and i with the original  but the ultimate issue here for the contractor was how do we get an equitable adjustment to the contract tom and there was a procedure for doing that and that procedure was not followed them so they s against liberty and park press because they took over the project to complete it and that also did not materialize so as to the takeover agreement which was a valid and enforceable contract between h liberty we believe the court erred when it failed to enforce that agreement to take over permit that that came after the terminations and after the lawsuit and it allowed him in a lot of liberty to escape fulfill its obligations under the clear and on and on the biggest terms that take over agreement so we think that the court this court should look at that decision and reverse the district court on its decision to to eliminate the liability for the liberty to pay liquidated damages to hanover under the terms of that country the other issue was substantial completion again what we see here is what we've not seen in any other case regarding substantial completion here the district judge imposed substantial completion on a project against the recommendations of every design professional that was responsible for this project no where else have we seen a court do what the district court did here louisiana law is clear substantial completion is the finishing of the construction in accordance with the contract documents to the extent that the public entity can use our occupy the public work for the use it was intended this project was intended to be a residential neighborhood not just a collection of buildings it was a neighborhood where people would drive their vehicles on the streets that the children would play and ride their bikes on the sidewalks as of december st two thousand and fifteen when the court imposed absentia completion this project could not be use as a residential dwelling as a residential neighborhood inspect the not building infrastructure they didn't inspect the streets the sidewalks the ramps the curbs they didn't inspect for compliance with eighty and youth ass access requirements of the buildings even the department of public works for the city of new orleans could not accept could not recommend that hanno accept this project as substantially complete because of these deficiencies in the sidewalks in the streets curves and ramps there was extensive remediation work that was still yet to be done before these streets in this nine building infrastructure could be dedicated to the city annoyance importantly in this case liberty had an on site construction consultancy jacqueline hart who testif deposition in this case a trial that he did not think the project was substantially complete in december and he didn't even think that it was substantially complete in may of two thousand and sixteen because there were still outstanding code violations throughout the project recess until nine o'clock tomorrow morning