ATT H-FOA for moving walkway removal _RFB No. 25-01753_Clean.docx

FORM OF AGREEMENT

CONSTRUCTION SERVICES AGREEMENT

BETWEEN

THE WAYNE COUNTY AIRPORT AUTHORITY

AND

FOR

MOVING WALKWAY REMOVALS

AT DETROIT METROPOLITAN AIRPORT

SOLICITATION NO. 25-01753

CONTRACT NO. __________

TABLE OF CONTENTS

LIST OF EXHIBITS

Affecting the Work

NOTE: CONTRACTOR MUST INCLUDE ANY PROPOSED EXCEPTIONS TO THIS FORM OF AGREEMENT IN CONTRACTOR’S SOLICITATION SUBMITTAL UNDER THE “EXCEPTIONS” TAB. EXCEPTIONS NOT INCLUDED/IDENTIFIED IN THE CONTRACTOR’S SOLICITATION SUBMITTAL WILL NOT BE CONSIDERED, AND CONTRACTOR WILL BE REQUIRED TO PERFORM IN ACCORDANCE WITH THIS FORM OF AGREEMENT.

i

CONSTRUCTION SERVICES AGREEMENT

This Construction Services Agreement (“Agreement”) is made as of the __ day of ______________, 202_, by and between the Wayne County Airport Authority, a public body corporate, with principal offices located at the Detroit Metropolitan Wayne County Airport, 11050 Rogell Drive, Building #602, Detroit, Michigan 48242 (the “Airport Authority or the “Authority”), _______________, a _________ company, with offices located at ______________________ (the “Contractor”). The Airport Authority and the Contractor may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS

A. Pursuant to the Michigan Aeronautics Code, specifically the Public Airport Authority Act, MCL 259.108 – 259.125c, the Airport Authority has operational jurisdiction of the Detroit Metropolitan Wayne County Airport (hereinafter referred to as the “Airport”), and the Airport Authority has full operational jurisdiction over the Airport, with the power to lease lands and grant privileges.

B. The Airport Authority requires construction services for the implementation of the Project described below, as set forth in Request for Bids No. 25-01753 (“RFB”), which is incorporated herein by reference.

C. The Contractor desires to perform such construction services and represents and warrants that it possesses the necessary professional and technical qualifications and capabilities to perform the same.

In consideration of the mutual agreements and obligations of the Parties set forth below, the Airport Authority and the Contractor hereby agree as follows:

Article 1

PROJECT; CONTRACT DOCUMENTS

1.1 PROJECT; WORK

The Airport Authority is undertaking moving walkway removals at Detroit Metropolitan Wayne County Airport, and all other Work as shown in or required by the RFB and the Contract Documents (hereinafter collectively known as the “Project”). The work to be performed under this Agreement includes any and all labor, materials, equipment, supervision, coordination, mobilization, demobilization, delivery charges, insurance, bonds, taxes, costs and other construction services necessary or appropriate for the construction of the Project and other necessary services and costs (the “Work”) to complete the Project as required by the Contract Documents. The Work is described in the Contract Documents hereafter referred to.

1.2 CONTRACT DOCUMENTS

The “Contract Documents” consist of this Agreement, the Exhibits attached hereto and made a part hereof, the General Terms and Conditions (“General Conditions”), the documents listed in Exhibit CD, the bonds delivered by the Contractor as required by the Contract Documents, Notice(s) to Proceed issued by the Airport Authority, all other documents which are listed in Exhibit CD or are defined herein or in the General Conditions as being Contract Documents, and Change Orders and other Modifications issued after execution of this Agreement. These documents form the entire agreement between the Parties and all such documents are as fully a part of the Contract Documents as if attached to this Agreement or repeated in full herein. An enumeration of the Contract Documents, other than Modifications issued after execution of this Agreement, appears in Exhibit CD. Terms used herein which are not defined in this Agreement shall have the meanings assigned to them in the General Conditions. The Recitals stated above are incorporated into the Agreement by reference as if fully restated herein. To the extent of any inconsistency, ambiguity and/or conflict between the documents listed in Exhibit CD and this Agreement, the Airport Authority is vested with the sole and absolute discretion to decide all ambiguities.

Article 2

CONTRACTOR’S RESPONSIBILITIES

2.1 GENERAL

2.1.1 The Contractor shall perform the Work and services as described in the Contract Documents, and in full conformity with the requirements set forth or referred to in the RFB. The Contractor covenants with the Airport Authority to cooperate at all times in good faith with the Airport Authority, the Airport Authority’s consultants and other representatives, the architect, engineer or other design professional(s) employed or engaged by the Airport Authority in connection with the Work (the “Designer,” which term shall include the Designer’s subconsultants as appropriate) and any other design professionals or other persons or entities engaged or employed by the Airport Authority in connection with the Work or the Project, and to utilize the Contractor’s best skill, efforts and judgment in furthering the interests of the Airport Authority; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and, consistent with the requirements of the Contract Documents, to perform the Work in the best way and most expeditious manner consistent with the interests of the Airport Authority. The Contractor, in performing the Work required under this Agreement, is an independent contractor and is not an agent or employee of, or a joint venturer with, the Airport Authority.

2.1.2 The Contractor represents that it is experienced and skilled in construction of projects of the type, magnitude and complexity described in the Contract Documents, that it is familiar with the special problems, conditions and requirements of construction of the type required for the Project and to be performed on or about the Airport, and in the location of the Site (as hereinafter defined), and that it will furnish the Work complete and fully operable and useable, as indicated by and reasonably inferable from the Contract Documents.

2.1.3 The Contractor represents that it is entering into subcontracts with skilled subcontractors experienced with similar projects as the type, magnitude and complexity described in the Contract Documents. The Subcontractors must agree to be bound by the same terms and conditions as those binding the Contractor. Additional requirements in the subcontracting provisions are presented in Exhibit RSP.

2.1.4 The Contractor hereby represents and warrants to the Airport Authority that it is licensed to engage in the general construction business in the State of Michigan, and is in compliance with all applicable governmental laws and regulations relating thereto.

2.1.5 SBE Participation: The Contractor understands that it is the policy of the Airport Authority that Certified Small Business Enterprise (each a “Certified SBE”) should have the maximum practical opportunity to participate in the performance of contracts at the Airport. Accordingly, during the Term of this Agreement, the Contractor commits and agrees to Certified SBE participation of at least 25% in the goods or services provided under this Agreement (the “Certified SBE Commitment”).

The Contractor hereby agrees, for the Term of this Agreement, to meet the Certified SBE Commitment. Certified SBE participation toward the Certified SBE Commitment shall be measured as the total value of any goods or services provided by Certified SBEs under this Agreement, inclusive of all amendments, modifications and change orders. The Certified SBE Commitment may be met by the Contractor’s status as a Certified SBE, by joint venture with one or more Certified SBEs, by subcontracting a portion of the Agreement to one or more Certified SBEs, by purchasing materials used in the performance of the Agreement from one or more Certified SBEs, or by any combination of the foregoing. The Contractor’s failure to meet the Certified SBE Commitment shall be sufficient cause for the Airport Authority to terminate this Agreement. The Airport Authority has sole and absolute discretion to determine whether the Contractor has achieved its Certified SBE Commitment. The Contractor must use any such forms as are required and made available by the Airport Authority to demonstrate that the Contractor has met the Certified SBE Commitment.

The Contractor may neither terminate a Certified SBE, reduce the scope of work to be performed by a Certified SBE, nor decrease the payment to a Certified SBE, without in each instance (i) having just cause (termination for convenience is not permissible); (ii) making all reasonable efforts to find another Certified SBE subcontractor to substitute for the original Certified SBE (these reasonable efforts must be directed at finding another Certified SBE to perform at least the same amount of work or service under the Agreement as the Certified SBE that was terminated, to the extent needed to meet the Contractor’s Certified SBE participation commitment); and (iii) receiving the prior written approval of the Airport Authority’s Chief Executive Officer or their designee in all instances.

The Contractor must submit to the Airport Authority, on or before the fifteenth (15th) day of each month during the term of this Agreement, a duly certified monthly SBE progress report, on forms prescribed by the Airport Authority, showing all SBE participation in the in the goods or services provided under this Agreement during the prior month of operation. The certification must be made by an official of the firm who is responsible for the Contractor’s financial records. SBE progress reports must be submitted to business.diversity@wcaa.us.

If the Contractor fails to submit an SBE progress report on or before the fifteenth (15th) day of each month, this shall constitute a material default and will be sufficient grounds for the Airport Authority’s termination of this Agreement, as provided for in Section 14 of this Agreement.

For purposes of this Agreement, a Certified SBE is a business that qualifies as a “Certified SBE” under the Airport Authority’s Procurement and Contracting Ordinance. Any waiver, inadvertent or otherwise, of this Section by the Airport Authority shall not be deemed to be a waiver for the remainder of the Term of this Agreement and shall not prohibit the Airport Authority from enforcing this Section with regard to subsequent defaults by the Contractor.

2.2 Schedule

2.2.1 Substantial Completion and Final Completion. The Contractor shall achieve Substantial Completion (as defined in the General Conditions) of the Work, as further provided in Paragraph 8.6 of the General Conditions and other applicable provisions of the Contract Documents, no later than the permitted calendar days set forth in Exhibit SCH, and after the Airport Authority’s issuance of any Notice To Proceed (the “Substantial Completion Date”), subject to adjustments in the Construction Duration, if any, approved by the Airport Authority in accordance with the Contract Documents. In addition, the Contractor shall perform the Work in accordance with all schedule requirements set forth in Exhibit SCH, including without limitation any specified milestone dates or dates for Substantial Completion or Final Completion of phases or portions of the Work, and any special requirements for achieving Substantial Completion set forth therein. As used in the Contract Documents, the terms “Substantial Completion” and “Substantial Completion Date” shall be deemed to refer to Substantial Completion of, or the Substantial Completion Date for, the entire Work and any phase or portion of the Work for which a Substantial Completion date is stated above or in Exhibit SCH, severally or collectively as the context may require. The period of time from the effective date of the Notice to Proceed given to the Contractor in accordance with the Contract Documents to the Substantial Completion Date, for the entire Work or a designated phase or portion thereof, as applicable, together with any valid extensions thereof approved by the Airport Authority in accordance with the Contract Documents, is referred to in the Contract Documents as the “Construction Duration.” If more than one Notice to Proceed is given to the Contractor, the Construction Duration shall commence with the first Notice to Proceed issued, unless otherwise specified in such notice. The Contractor shall achieve Final Completion of the Work, as defined in Paragraph 8.7 of the General Conditions and other provisions of the Contract Documents, no later than ninety (90) days after Substantial Completion of the Work.

2.2.2 Time of the Essence. The Contractor understands and agrees that the times for Substantial Completion of the Work (or designated portions thereof) and Final Completion of the Work as provided in the Contract Documents are essential conditions of the Contract Documents. Further, wherever a maximum period of time is specified in the Contract Documents for the giving of notice by the Contractor of a change in the Work or other claim, or for any grace or cure period, it is agreed that time is of the essence with respect to each period of time so specified. Where in accordance with the Contract Documents an extended or additional time is allowed for Substantial Completion of the Work (or a portion thereof) or Final Completion of the Work, or for the giving of any such notice, or for any such grace or cure period, the new time fixed by such extension shall be of the essence of the Contract Documents. It is understood and agreed that the Construction Duration and other times for the completion of Work or giving of notice specified in the Contract Documents are reasonable times for the same taking into consideration the special conditions and problems inherent in performing the Work. If the Contractor shall neglect, fail or refuse to achieve Substantial Completion of the Work (or a designated portion thereof) within the Construction Duration, as adjusted in accordance with the provisions of the Contract Documents, the Contractor and the Contractor’s surety shall be responsible and liable for the Airport Authority’s damages arising from such delay.

2.2.3 Liquidated Damages: If the Contractor fails to achieve Substantial or Final Completion on or before the required dates as specified in the Contract Documents then the Contractor and the Contractor’s surety agree, as a part of the consideration for the execution of this Agreement by the Airport Authority, to pay the Airport Authority the following amounts for failure to meet the project milestones:

A. Liquidated damages for failure to meet the Substantial Completion date shall be $1,300.00 per calendar day starting on the required date of Substantial Completion until Substantial Completion is achieved.

B. Liquidated damages for failure to meet the Final Completion date shall be $500.00 per calendar day starting on the required date of Final Completion until Final Completion is achieved.

Notwithstanding anything to the contrary herein, the assessment of liquidated damages is not the Airport Authority’s sole and exclusive remedy in the event the Contractor fails to achieve Substantial and/or Final Completion the Work by the Completion Dates.

2. In addition to and without limitation of Section 2.2.2 above, if the Contractor shall not have achieved Final Completion of the Work (including all so-called punch-list work) by dates established in the Contract Documents, for any reason, and the Airport Authority nevertheless elects to take occupancy or commence use of the Work or any portion thereof, then, at the Airport Authority’s option, the Contractor shall thereafter be required to restrict performance of the Work, or designated portions of the Work, to second or third shift hours. In addition, to the extent the Contractor performs Work during a period in which the completed facility is in use, the Contractor shall be responsible for special cleaning of all Work areas and other areas of the completed facility affected by the Contractor’s performance of the Work, such special cleaning to be performed after every Work period unless otherwise directed by the Airport Authority, and if such special cleaning is not adequately performed as determined by the Airport Authority, the Contractor shall be responsible for the cost of additional custodial services incurred by the Airport Authority to clean up after the Contractor’s Work.

2.3 SITE

2.3.1 Site. The Project will be constructed on the site (the “Site”) described in the Contract Documents. If the Contract Documents indicate specific areas for the Work, the Contractor shall restrict its activities, including moving and storage of materials and equipment, to such indicated areas. The Contractor understands that the Airport Authority may make changes to the boundaries of the Site indicated in the Contract Documents, or Work areas indicated in other materials made available to the Contractor. The Contractor understands and agrees substantial portions of the Site are currently occupied and used by tenants of the Airport Authority, and said tenants will continue to operate on and around the Project Site during Contractor’s Work. The Contractor will coordinate its Work so as not to interfere with the Airport Authority’s tenants’ ongoing business operations. The Contractor shall make no claim arising from or related to the Airport Authority’s tenants’ operations on or use of the Site.

2.3.2 Site Conditions Documents. The Contractor hereby confirms that it has received and carefully reviewed the surveys, reports and documents provided by the Airport Authority or otherwise available to the Contractor. Such documents, together with all additional surveys, reports, plans, studies, tests, information and other documents relating to utilities and subsurface and other conditions affecting or relating to the performance of the Work that may be delivered or made available to the Contractor after the date of this Agreement, are referred to collectively as the “Site Conditions Documents.” Site Conditions Documents are not Contract Documents, unless they are specifically identified as Contract Documents elsewhere in the Contract Documents. The Contractor further confirms that it has carefully examined the Site and local conditions and has carefully studied and compared and will carefully study and compare the Site Conditions Documents with each other and with conditions at the Site. Certain information reflected in the Site Conditions Documents is based upon limited information furnished to the Airport Authority and the Designer by other public agencies, utility companies, other consultants and contractors and other parties, and neither the Designer nor the Airport Authority warrants or guarantees the accuracy or completeness thereof. If differing site conditions (as defined in the General Conditions) are discovered during the progress of the Work, the Contractor may request an equitable adjustment in the Contract Sum and/or Construction Duration as provided in the General Conditions, subject, however, to the provisions of this Section and other applicable provisions of the Contract Documents.

2.3.3 Related Work.

2.3.3.1 The Airport Authority may engage separate contractors to perform work as a part of or related to the Project (“Related Work”). The Contractor shall cooperate and coordinate with any such separate contractors, as provided in this section and in the General Conditions. If determined appropriate by the Airport Authority, a separate contractor shall have the right to monitor the construction of the Work, and the Contractor shall meet with such separate contractor at such times as the Contractor or such separate contractor deem appropriate, and the Contractor shall provide access to and accommodate representatives of such separate contractor to permit such representatives to observe the Work. If determined appropriate by the Airport Authority, the Contractor shall have the right to monitor the construction of the Related Work. The Contractor shall notify the Airport Authority immediately of any conflicts, gaps, omissions, inconsistencies, incompatibilities, delays, deficiencies or other adverse impacts (collectively, "Conflicts") which the Contractor discovers or observes at any time between or with respect to the design and/or construction of the Work and the design and/or construction of any Related Work. Such notice shall be given by the most expedient method available, with written confirmation delivered within five days after the Contractor observes or discovers such Conflict.

2.3.3.2 The Contractor shall make no claim against the Airport Authority for additional compensation, damages, delay or otherwise, nor raise any defense in a claim brought by the Airport Authority, based on any Conflict between the design and/or construction of the Work and the design and/or construction of any Related Work, or based on any other condition of or relating to the Related Work that renders it more difficult or costly to construct the Work, and no such Conflict or other condition shall be considered a differing site condition as defined in the General Conditions. The Contractor’s waiver of claims and defenses provided in the preceding sentence shall not apply, however, to any Conflict or condition as to which notice was given by the Contractor to the Airport Authority as provided above, and the Conflict or condition was not resolved by the Airport Authority or the separate contractor.

2.3.3.3 In construction of the Work, the Contractor shall make allowances in its schedule and budget for coordination of its Work with Related Work. If the Work to be performed by the Contractor and the Related Work are integrated and inter-dependent, the Contractor agrees (i) to use its best efforts to coordinate its Work with the Related Work, and to enable such separate contractor(s) to effectively coordinate the Related Work with the Contractor’s Work, (ii) to accommodate schedule changes reasonably requested by such separate contractor(s) to the extent possible without causing undue disruption to the Contractor’s own schedule, and to consider potential impacts on such separate contractor(s) when making adjustments to its own schedule, and (iii) in the event of schedule conflicts or other disputes between the Contractor and such separate contractor(s), to work diligently and in good faith with the Airport Authority and such separate contractor(s) to resolve such conflicts or disputes promptly and fairly. If either the Contractor or any such separate contractor incurs additional costs as a result of failure of the other party to perform the Work or Related Work in a timely manner and provide access to work zone(s) in accordance with the Airport Authority-approved master schedule (as it may be revised from time to time by agreement of all Parties), such additional costs shall be borne by the responsible party.

2.4 PROJECT APPROVALS

2.4.1 The Airport Authority shall be responsible for obtaining those Project Approvals (as defined in the General Conditions) specifically identified in Exhibit PA as being the responsibility of the Airport Authority. The Contractor shall assist and cooperate with the Airport Authority in connection with obtaining such Project Approvals. The Contractor shall be responsible for obtaining all other Project Approvals, including but not limited to those Project Approvals identified in Exhibit PA, as provided in Paragraph 3.5 of the General Conditions.

2.4.2 Without limiting the Contractor’s obligations under other provisions of the Contract Documents, the Contractor agrees that, in performing the Work, it shall comply at all times and in all respects with the requirements of Applicable Laws, as defined in the General Conditions, and with the terms and conditions and other requirements of the Project Approvals and all other mitigation agreements and other agreements, plans and undertakings now or hereafter made, obtained or entered into by the Airport Authority with respect to the Project, including those listed on Exhibit PA. Exhibit PA has been prepared for convenience of reference only, and the Parties recognize that Exhibit PA may not contain a complete listing or precise descriptions of all permit requirements or other agreements. In the event of any inconsistency, omission or discrepancy between the descriptions of or other information concerning the permit requirements contained in Exhibit PA and the requirements and conditions contained in the Project Approvals, the Project Approvals shall govern.

2.5 PRECONSTRUCTION SUBMISSIONS

2.5.1 Within ten (10) days after the Airport Authority issues any Notice to Proceed, the Contractor shall submit to the Airport Authority and the Designer for review:

2.5.2 Promptly upon submission by the Contractor of the schedules referred to in Section 2.5.1 above, the Contractor shall meet with the Airport Authority and the Designer to review such schedules. The Contractor shall, within five (5) days after such meeting, make corrections and adjustments to such schedules to incorporate the comments and directions of the Airport Authority and the Designer and resubmit all such schedules. No progress payment shall be made to the Contractor until each of such schedules is acceptable to the Airport Authority.

2.5.3 At the time this Agreement is returned to the Airport Authority for execution, and by at least 15 days prior to the expiration date of any expiring policies, the Contractor shall deliver to the Airport Authority, with copies to each Additional Insured identified in the Contract Documents, acceptable certificates of insurance, any required endorsements, and such other evidence of insurance as the Airport Authority or any such Additional Insured may request, for all insurance which the Contractor is required to purchase and maintain in accordance with Exhibit INS attached hereto. Providing certificates of insurance is a condition precedent to the issuance of any Notice to Proceed.

2.5.4 Within ten (10) days after the Airport Authority’s written notification of award to the Contractor, the Contractor shall deliver to the Airport Authority a Performance Bond and a Labor and Material Payment Bond in accordance with Article 10 of the General Terms and Conditions. Providing a Performance Bond and a Labor and Material Payment Bond is a condition precedent to the issuance of any Notice to Proceed.

2.5.5 Within thirty (30) days after the date of this Agreement, the Contractor shall deliver to the Airport Authority a site-specific health and safety plan. The site-specific safety plan is subject to the review of the Airport Authority, but the Contractor shall be solely responsible for all aspects of safety. The site-specific health and safety plan must be approved by the Airport Authority prior to the commencement of any work on the site.

2.6 PROJECT LABOR HARMONY

The Contractor shall be responsible for overall management of labor relations in connection with the Work. The Contractor shall manage the Subcontractors and shall be ultimately responsible to ensure that there are no strikes, picketing, work stoppages, slowdowns or other disruptive activities by any unions or employees that affect the prosecution of the Work.

2.7 MONTHLY PROGRESS REPORTS

On or about the fifteenth (15th) day of each month, or as otherwise directed by the Airport Authority, the Contractor shall furnish to the Airport Authority a Monthly Progress Report for the preceding month, in form and substance acceptable to the Airport Authority, containing, without limitation, the following information:

(c) Progress photographs

2.8 CONTRACTOR’S ORGANIZATION AND STAFF

2.8.1 The Contractor shall establish an organization including lines of authority and communication as necessary to organize and direct the complete construction of the Work and carry out all requirements of the Contract Documents. A listing of certain of the Contractor’s key staff is set forth on Exhibit KPS attached hereto. Any additional key staff of the Contractor (i.e., staff who will have primary responsibility for a significant portion or aspect of the services to be provided by the Contractor under the Contract Documents, or who are otherwise designated as key staff by the Airport Authority) shall be subject to the Airport Authority’s Chief Executive Officer’s or his/her authorized designee’s prior written approval, and upon such approval shall be considered key staff for purposes of this Agreement. All key staff shall be available for and shall perform the responsibilities assigned to such staff throughout the construction of the Project.

2.8.2 No substitution of any assigned and approved key staff or subcontractors shall be made by the Contractor without the prior written consent of the Airport Authority, through its Chief Executive Officer, or his/her authorized designee. Before any such substitution is made, the Contractor shall submit to the Airport Authority the qualifications of any proposed replacement. The removal or replacement, without the Airport Authority’s Chief Executive Officer’s, or his/her authorized designee consent, of any of the key staff listed in Exhibit KPS (or subsequently approved) or subcontractors, other than as a result of disability, death or bona fide retirement or termination of employment, shall constitute a material breach of the Contract Documents.

2.8.3 The Airport Authority may require replacement of any member of the Contractor’s key staff or subcontractor with or without cause, and may require increased levels of staffing by the Contractor, at no increase in the Contract Sum, if necessary to achieve proper production, management, administration or superintendence, or if otherwise necessary to maintain the quality of the Work and progress in accordance with the Project Schedule. By executing this Agreement, the Contractor certifies that the Contractor and each member of its key staff, including subcontractors, comply with all licensing, registration and other requirements applicable to the Contractor and the performance of its services hereunder pursuant to Applicable Laws. The Airport Authority shall have the right to require the Contractor or any Subcontractor to remove or replace any on-site personnel (whether or not designated as one of the key personnel) who violate Airport Authority policies or work rules or who the Authority otherwise finds objectionable with other personnel approved by the Airport Authority.

2.8.4 If key personnel and subcontractors are not available for work under the contract for a continuous period exceeding thirty (30) calendar days or are expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the Airport Authority, and shall, subject to the written approval of the Airport Authority, replace such key personnel with personnel of substantially equal ability and qualifications.

Article 3

COMPENSATION TO THE CONTRACTOR

3.1 CONTRACT SUM

3.1.1 Any and all of the Contractor’s costs and expenses to perform the Work, included but not limited general conditions costs, mobilization, demobilization, supervision, insurance, taxes, bonds, labor, supervision, equipment, fuel, subcontracts, and the like, are included in the Contract Unit Price set forth in the Contractor’s Proposal (as defined in Exhibit CD), it being agreed and understood the Contractor’s total compensation under the Contract Documents is the actual quantity of the item (as properly documented) multiplied by the applicable Contract Unit Price set forth in the Contract Documents. The total amount due and payable by the Airport Authority to the Contractor under the Contract Documents shall be known as the “Contract Sum.” The Airport Authority shall pay to the Contractor, in consideration for the Contractor’s proper performance and completion of the Work, and in accordance with and subject to the applicable provisions of the Contract Documents, the not-to-exceed Contract Sum of $_____________. Any and all cost savings on the Project shall immediately accrue solely to the Airport Authority. To the extent the proper completion of the Work as required by the Contract Documents results in costs in excess of the Contract Sum, the Contractor shall be solely responsible for any and all risks, costs and liabilities in excess of the Contract Sum unless such additional costs, risk and liabilities are permitted in strict accordance with the Contract Documents.

3.1.1.1 All wages on the Project are subject to the Wayne County Airport Authority’s Prevailing Wage Requirements (Exhibit PWR).

3.1.2 Alternates. If the Airport Authority elects to accept any Alternate, the Contract Sum shall be adjusted by Change Order in the amount of the Alternate Price (set forth on Exhibit ALT) stated for such Alternate, without any increase in the Construction Duration, unless otherwise specified in Exhibit ALT. Each Alternate Price represents the total net adjustment in the Contract Sum, including all credits, direct and indirect costs, fees, profit and overhead, to be made if the Airport Authority elects such Alternate.

3.1.3 Options. The Airport Authority may elect Options as set forth on Exhibit OPT, if any.

3.1.4 Allowances. The Allowances listed in Exhibit ALL (which shall be the Unit Rate Sheets included in the RFB documents) are included in the Contract Sum. Whenever the actual cost attributable to the Allowance item is more or less than the Allowance amount stated in Exhibit ALL, the Contract Sum shall be adjusted by Change Order in accordance with the provisions of Article 11 of the General Conditions. The amount of such Change Order shall be the difference between the costs and other amounts included in the particular Allowance item (as set forth in Exhibit ALL) actually incurred by the Contractor and the stated Allowance amount.

3.1.5 Unit Prices. Unit price items and estimated quantities therefor, as provided by the Contractor in the Contract Documents include all costs for furnishing and installing the estimated quantity of each such item as stated, including all indirect costs, overhead, taxes, fees and profit. Subject to the provisions of Paragraph 11.8 of the General Conditions, if the quantity of any such unit price item as actually and properly furnished by the Contractor differs from the estimated quantity for such item as set forth herein, the Contract Sum may be adjusted by Change Order based upon the actual required quantity of such item and the applicable unit price as specified. The unit prices specified shall be applicable to both increases and decreases in the Contract Sum on an equal basis.

3.2 CHANGES IN THE WORK

The Airport Authority may make changes in the Work when the Airport Authority considers it to be necessary or desirable, as further provided in Article 11 of the General Conditions. The Contractor may be compensated on account of changes in the Work in accordance with Article 11 of the General Conditions. Notwithstanding anything herein to the contrary, all changes in the Work shall be based upon approved Change Orders prepared in accordance with the requirements of the Contract Documents.

3.3 RETAINAGE

All payments on account of the Contract Sum shall be subject to retainage as provided in Paragraph 8.3 of the General Conditions.

Article 4

MISCELLANEOUS PROVISIONS

4.1 NOTICE

All notices, consents, requests, approvals, instructions and other communications provided for in the Contract Documents shall be in writing and shall be deemed sufficiently given if (a) delivered personally, (b) delivered by overnight courier service (such as U.S. Postal Service Express Mail, Federal Express, DHL or other similar courier services) providing evidence of receipt, or (c) placed in the United States mail, registered or certified, postage prepaid (in which event such notice shall be deemed to have been received two days after being placed in the United States mail). All notices shall be addressed as follows:

If to the Contractor:

Invoices for payment shall be directed to: AP@wcaa.us and with a copy to the Facilities, Design & Construction Department at the Airport Authority

Either Party may change its mailing address by giving 15 days’ prior written notice to the other Party in the manner specified above. In the event of an emergency, notices and other communications shall be given in the most expedient manner possible in the circumstances, followed by written notice as provided above. The fact that any specific matter is discussed at a Project meeting and such discussion or any resulting decision appears in the written minutes of the Project meeting shall not constitute the giving of notice with respect to such matter to any person or Party for purposes hereof.

4.2 AUTHORITY REPRESENTATIVES

No representative of the Airport Authority nor any Board Member, director, officer, agent, consultant or employee thereof (including the Authority’s Representative) shall be charged personally by the Contractor with any liability or held liable to it under any term or provision of the Contract Documents, or because of its execution or attempted execution of the Contract Documents, or because of any breach of the Contract Documents.

4.3 EXECUTION OF COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument and any of the Parties hereto may execute this Agreement by signing any such counterpart.

4.4 CONFLICTING PROVISIONS

In the event of any conflicting or inconsistent provisions between this Agreement, the RFB, and the Contractor’s Proposal, such provisions of the applicable documents shall control in the following order of precedence: 1) this Agreement, 2) the RFB, and 3) the Contractor’s Proposal.

4.5 EXHIBITS

The following Exhibits are attached to and incorporated in this Agreement. Terms used in the exhibits that are defined in this Agreement or elsewhere in the Contract Documents are used in accordance with such definitions.

Affecting the Work

[SIGNATURES ON FOLLOWING PAGE]

The Parties hereto have caused this Agreement to be executed on their behalves by their respective duly authorized officers as of the date set forth above.

Wayne County Airport Authority

By:

Chad Newton Chief Executive Officer

[Contractor]

By:

Print Name:___________________________

Title:

RFB No. 25-01753

EXHIBIT CD

LIST OF CONTRACT DOCUMENTS

1. Construction Services Agreement and all Exhibits.

2. General Terms and Conditions (attached hereto).

3. Request for Bids No. 25-01753 (“RFB”) and any addenda.

4. Any Supplemental Terms and Conditions issued by the Airport Authority.

CD

EXHIBIT SCH

SCHEDULE REQUIREMENTS

PROJECT MILESTONES: Work is required to be Substantially Completed in the phases and construction durations as required in the RFB and its attachments. Refer to RFB Attachment I – Construction Documents (Drawings and Specifications) for specific information. General information related to critical project milestones is as follows:

a) Contract Award - It is anticipated that this contract will be awarded in October 2025 by the Wayne County Airport Authority Board, based upon confirmation of lowest responsive and responsible Bidder. It should be noted the delay of the issuance of an executed Contract, or Notice to Proceed due to incomplete, untimely, or rejected Contractor’s insurance, bonds, Pre-Construction submittals, schedules, permit approvals, and/or other Contractor required submissions shall not be the basis of a claim for a delay nor for additional mobilization costs.

b) Administrative Notice to Proceed - Following receipt of approved Contractor’s insurance, bonds, and issuance of an executed Contract, it is anticipated that an Administrative Notice to Proceed will be issued to permit the Contractor to obtain, prepare and submit pre-construction schedules, submittals, and to plan for construction. It is anticipated that the Pre-Construction Conference will be scheduled and conducted during this time. The Airport Authority’s review of pre-construction submittals once they are complete and accurate will take up to fourteen (14) calendar days.

e) Notice to Proceed - Upon receipt and approval of all permits, required pre-construction submittals, and following the Pre-Construction Conference, a Limited or full Notice to Proceed with Construction (NTP) will be issued

f) Substantial Completion of Construction - The work issued shall be Substantially Complete within the following durations:

i) Package 1 McNamara Parking Deck – 60 calendar days of the NTP with construction.

ii) Package 2 Big Blue Parking Deck – 75 calendar days of the NTP with construction.

iii) Package 3 Evans Terminal International Arrivals – 60 calendar days of the NTP with construction.

g) Final Completion - Construction work including all restoration, cleanup, completion of punch list and removal of temporary pedestrian traffic control and safety devices shall be no later than 30 calendar days after the Substantial Completion date.

h) Schedule & Work Restrictions – The following limitations on the Work will be required as part of the contract resulting from this RFB. It should be noted the below limitations shall not be the basis of a claim for a delay nor for additional mobilization or labor costs:

i) Refer to the Special Provisions for Maintaining Traffic, and Contractor Safety and Security.

EXHIBIT INS

INSURANCE REQUIREMENTS AND PROVISIONS

Types and Amounts: The Contractor, at its own expense and in its own name, must provide and keep in force during the Term of this Agreement, the following policies of insurance in not less than the amounts indicated below, with a financially responsible insurance company or companies licensed to conduct business in the State of Michigan and satisfactory to the Airport Authority:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than 5,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $500,000 per accident for bodily injury or disease.

4. Property Installation Floater with limits sufficient to cover property being installed and in contractor’s care, custody or control shall be insured with Wayne County Airport Authority as loss payee; and the deductible of such coverage born by contractor.

5. Property Equipment Insurance covering all Contractor’s tools and equipment, whether located at the site or elsewhere.

Additional Insureds: The Wayne County Airport Authority and the County of Wayne, and their respective directors, officers, officials, employees, volunteers, and agents are to be covered as additional insureds on the commercial general liability and automobile liability insurance policies. General liability and automobile liability coverage must be provided in the form of an endorsement to the Contractor’s insurance and be acceptable to the Airport Authority.

Waiver of Subrogation: Contractor hereby agrees to waive its rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain and provide any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Airport Authority the County of Wayne, and their respective directors, officers, officials, employees, volunteers, and agents for all work performed by the Contractor, its employees, agents and subcontractors on all applicable policies and acceptable to the Airport Authority.

Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 with respect to the Airport Authority, the County of Wayne, and their respective officers, officials, employees, volunteers, and agents. Any insurance or self-insurance maintained by the Airport Authority, the County of Wayne, or their respective officers, officials, employees, volunteers, or agents shall be excess of the Contractor’s insurance and shall not contribute with it. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the Airport Authority requires and shall be entitled to the broader coverage and /or higher limits maintained by the Contractor. Any available insurance proceeds on excess of the specific minimum limits of insurance and coverage shall be available to the Airport Authority. Primary coverage shall be endorsed for all applicable policies and acceptable to the Airport Authority.

Insurer Rating: All insurance policies must be issued by recognized, responsible insurers licensed or approved by the Insurance Bureau of the State of Michigan and shall have a financial rating no lower than A-VII or higher as rated by AM BEST.

Cancellation Notice: Each policy required hereunder must provide for at least 30 days (10 days for nonpayment) advance written notice to the Airport Authority prior to any cancellation of, or material change in, the terms of insurance and/or coverage afforded by the policy. This must be indicated on the Certificate of Insurance in the Description of Operations box.

Proof of Insurance: At the time this Agreement is returned to the Airport Authority for execution, and by at least 15 days prior to the expiration date of any expiring policies, the Contractor must file with the Airport Authority’s Procurement Department, an acceptable certificate of insurance and any required endorsements as evidence of the Contractor’s compliance with this Section. The Contractor shall provide any insurance certificates and endorsements no later than thirty (30) days following the request of the Airport Authority.