ATT H WCAA General terms and coditions_RFB 25-01753_Clean.docx

FORM OF AGREEMENT

GENERAL TERMS AND CONDITIONS

FOR

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

iv

GENERAL TERMS AND CONDITIONS

Article 1

DEFINITIONS; CONTRACT DOCUMENTS

1.1 DEFINITIONS

Wherever used in the Contract Documents, the following terms shall have the meanings indicated, which shall be applicable to both the singular and plural thereof. Terms used in this document which are not defined herein but are defined in the Construction Services Agreement shall have the meanings assigned therein.

1.1.1 Airport – As defined in the Construction Services Agreement.

1.1.2 Airport Authority or Authority – Wayne County Airport Authority, its successor or assigns. The Airport Authority may act directly or through its authorized representatives.

1.1.3 Authority’s Representative – The person or persons identified as a representative of the Airport Authority in the Construction Services Agreement, or other person(s) or entity hereafter designated by the Airport Authority as Authority’s Representative in replacement thereof.

1.1.4 Applicable Laws – As defined in Subparagraph 1.2.1.

1.1.5 Application Date – The date established by the Airport Authority on which Applications for Payment shall be submitted to the Airport Authority and the Designer.

1.1.6 Application for Payment – As defined in Paragraph 8.2.

1.1.7 The terms “approve,” “approves,” “approved” or “approval” mean written approval.

1.1.8 Baseline CPM Schedule – As defined in Paragraph 7.2.

1.1.9 Change Order – A written order issued by the Airport Authority and signed by the Airport Authority and the Contractor authorizing an addition to, deletion from or revision in the Work, or authorizing an adjustment in the Contract Sum or Construction Duration. Change Orders shall be issued on a form provided by the Airport Authority.

1.1.10 Contract Documents – As defined in the Construction Services Agreement, including these General Terms and Conditions (“General Conditions”), Supplementary Conditions, Notice(s) to Proceed (if any), bonds and insurance certificates furnished by the Contractor, Drawings, Specifications, and Modifications issued after execution of the Contract A “Modification” is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Field Order or other written order for a minor change in the Work issued by the Designer or other Designer’s Supplemental Instruction. The Contract Documents include all exhibits and all other documents attached to, incorporated in or defined or identified as Contract Documents in the Construction Services Agreement or other Contract Documents. The terms “Contract” and “Agreement” refer to and include all of the Contract Documents. Contract Documents do not include shop drawings, submittals, or samples provided by the Contractor to show material or equipment conformance with the drawings and specifications.

1.1.11 Contract Sum or Contract Price – As defined in the Construction Services Agreement. Any and all requirements of the Contract Documents are conclusively presumed to be included in the Contract Sum.

1.1.12 Construction Duration – As defined in the Construction Services Agreement.

1.1.13 Contractor or General Contractor – The Party designated as the Contractor in the Construction Services Agreement.

1.1.14 Construction Services Agreement or Contract – The agreement entitled Construction Services Agreement dated [________________] between the Airport Authority and the Contractor.

1.1.15 Correction Period – As defined in Paragraph 12.2.

1.1.16 day; working day; business day – As defined in Subparagraph 7.1.3.

1.1.17 Differing site condition(s) – As defined in Paragraph 11.15.

1.1.18 Designer – The Party designated as the Architect, Engineer or Designer in the Construction Services Agreement and under direct contract with the Airport Authority, or any other person or entity to whom any of the obligations of the Designer may be validly assigned with the Airport Authority’s consent. The term “Designer” shall include the Designer’s authorized representatives and consultants. References in the Contract Documents to “Architect” or “Engineer” shall be deemed to refer to the Designer.

1.1.19 Designer’s Supplemental Instructions – A written order, instruction or interpretation issued by the Designer to the Contractor which orders a minor change in the Work and which, in the opinion of the Designer, does not involve an adjustment in the Contract Sum or an extension of the Construction Duration.

1.1.20 Drawings – The graphic and pictorial portions of the Contract Documents prepared by the Designer showing the design, location, scope and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. Shop Drawings are not Drawings.

1.1.21 Excusable Delay – As defined in Paragraph 7.4.

1.1.22 Field Order – A written order issued by the Airport Authority which orders a minor change in the Work not involving a change in the Contract Sum or Construction Duration.

1.1.23 Final Completion – As defined in Subparagraph 8.7.3.

1.1.24 Good Industry Practices – Practices, procedures, methods and standards that (i) are consistent with current practices and standards established for, or employed by, leading participants in the construction industry in the United States; (ii) comply with Applicable Laws and applicable industry insurance underwriters’ requirements and fire and life safety codes and standards; and (iii) promote the highest standards of reliability, efficiency, safety and security. Good Industry Practices require, without limitation, that reasonable steps be taken to assure that sufficient personnel are employed and available to perform the Work, and that such personnel are adequately skilled, experienced and trained to construct and install the Work properly and efficiently, and that appropriate coordination, monitoring and testing is performed to assure that all elements of the Work are constructed and installed so as to function as required by the Contract Documents.

1.1.25 Hazardous Material – As defined in Paragraph 9.3.

1.1.26 Indemnities(s) – As defined in Subparagraph 3.20.1.

1.1.27 Monthly Report or Monthly Progress Report – The Monthly Progress Report required to be furnished by the Contractor to the Airport Authority, as further provided in the Construction Services Agreement.

1.1.28 Notice to Proceed – A written communication issued by the Airport Authority to the Contractor authorizing it to proceed with construction of the Work, as further provided in the Construction Services Agreement. The Contractor agrees the Airport Authority may issue multiple Notices to Proceed on the Project, commencing all or part of the Work. The Contractor confirms the Contract Sum and Construction Duration were calculated on the basis of multiple Notices to Proceed.

1.1.29 Project Approvals – As defined in Paragraph 3.5.

1.1.30 Product Data – Illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate a material, product, assembly or system for some portion of the Work.

1.1.31 Project – As defined in the Construction Services Agreement.

1.1.32 Project Schedule – As defined in Paragraph 7.2.

1.1.33 Where the words “provide” or “provided” are used in the Contract Documents, such words shall be construed to mean “furnish(ed)” and “install(ed)” and/or “connect(ed),” unless specifically stated otherwise.

1.1.34 Intentionally deleted.

1.1.35 Samples – Physical examples which illustrate materials, products, equipment or workmanship and which, when approved in accordance with the Contract Documents, establish standards by which the Work will be judged.

1.1.36 Schedule of Values – As defined in Article 8.

1.1.37 Where the words “shown” or “shown on Drawings” are used in the Specifications or other Contract Documents, such words shall be construed to include “noted,” “indicated,” “scheduled,” “detailed,” and any other diagrammatic or written reference made on any of the Contract Documents, including both Drawings and sections of the Specifications.

1.1.38 The word “site” shall mean the area or areas indicated within the Contract limit lines on the Drawings or otherwise defined in the Contract Documents, together with such additional areas or locations adjacent thereto in which construction operations or work required under the Contract Documents are being carried out in accordance herewith.

1.1.39 Shop Drawings – All drawings, prints, diagrams, illustrations, brochures, schedules and other data which are specially prepared for the Work by the Contractor, a Subcontractor, manufacturer, Supplier or distributor, which illustrate how specific portions of the Work shall be fabricated or installed.

1.1.40 Specifications – That portion of the Contract Documents consisting of written descriptions and requirements of a technical and/or procedural nature for materials, equipment, construction systems, standards and workmanship.

1.1.41 Subcontractor – A person, firm or corporation having a contract with the Contractor or with any other Subcontractor, regardless of tier, for the performance of a part of the Work at the site.

1.1.42 Substantial Completion – As defined in Subparagraph 7.1.2.

1.1.43 Substantial Completion Date – As defined in the Construction Services Agreement.

1.1.44 Supplier – Any person, corporation or other entity having a contract with the Contractor, any Subcontractor or any other supplier regardless of tier, who supplies materials or equipment for the Work, including that fabricated to a special design, but who does not perform labor at the site.

1.1.45 Work – Any preconstruction services furnished by the Contractor, and all construction work and related services, as provided in or required by the Contract Documents, whether completed or partially completed, including (i) all labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations, and (ii) all subcontracted work. The Work may constitute the whole or a part of the Project. The Work includes all labor, work and services necessary to produce the construction required by or reasonably inferable from the Contract Documents, and all materials and equipment incorporated or to be incorporated in such construction.

1.2 INTERPRETATION OF CONTRACT DOCUMENTS

1.2.1 The Contract Documents are subject to applicable laws, statutes, regulations, building codes and other codes, ordinances, rules, orders, guidelines, requirements and interpretations of the United States of America, the State of Michigan, the County of Wayne, the Airport Authority and other federal, state and local governmental agencies and authorities having jurisdiction, and all amendments thereto, and the orders of courts of competent jurisdiction (“Applicable Laws”), and to the terms and conditions of any Project Approvals and any other agreements or commitments made by the Airport Authority to or with any such governmental agencies and authorities which are referred to or incorporated in the Contract Documents or otherwise delivered or made available to the Contractor. If and to the extent that any requirements contained in the Contract Documents do not conform to or are inconsistent with such Applicable Laws or approvals or agreements to which the Contract Documents are subject or by which it is governed, such Applicable Laws or approvals or agreements shall have precedence over any matters set forth in the Contract Documents, unless otherwise specifically directed or approved by the Airport Authority. All provisions required by Applicable Laws to be inserted in the Contract Documents shall be deemed to be and are hereby incorporated in the Contract Documents by reference.

1.2.2 The Contractor represents that it has examined and understands all of the Contract Documents and has visited the site, examined and familiarized itself with the local conditions under which the Work is to be performed, including labor and material market conditions and any work in progress under previously awarded contracts, verified to its satisfaction the nature and quantity of the work involved, and correlated its observations with the requirements of the Contract Documents, and the Contractor acknowledges its satisfaction with the same.

1.2.3 The intent of the Contract Documents is to describe functionally complete and fully finished facilities, and it is intended that the Contractor shall furnish all labor, materials, tools, equipment and other items and services necessary for the proper execution and completion of the Work in accordance therewith, including all work that may not be specifically shown but that is incidental to or reasonably inferable from the Contract Documents as being necessary to produce the intended results, unless it is specifically indicated in the Contract Documents that such work is to be performed by others, and to complete the Project in a satisfactory manner, ready for use or operation by the Airport Authority. In addition, the Contractor recognizes, and agrees to perform the work consistently with, the extra degree of care and skill required in connection with construction on or about an operating airport with respect to health and safety, protection of aircraft and other equipment and facilities, cleanliness of the site, and the protection of existing utilities, adjacent runways, taxiways, aprons, parking areas, other paved areas and other property and facilities of any nature. In agreeing to the Construction Duration and the Contract Sum, the Contractor has considered and included those circumstances and conditions.

1.2.4 In case of inconsistency, discrepancy, conflict or error among the Contract Documents or within any of the Contract Documents with respect to design matters, the Contract Documents shall be interpreted on the basis of the priority reasonably determined by the Designer as being consistent with the overall intent of the design and required to produce the intended result. Subject to such determinations by the Designer, the Contract Documents shall be interpreted on the basis of the following priorities, the first listed having the highest priority:

Exhibits and other attachments attached to or incorporated by reference in any of the documents listed above shall have the same priority as the document to which they are attached or in which they are incorporated. Among Drawings, detail Drawings shall govern over general Drawings, larger scale Drawings shall control over smaller scale Drawings. Drawings and Specifications contained or incorporated in Addenda, Change Orders, Field Orders shall have the same priority as other Drawings and Specifications, with the latest date taking precedence over earlier dates. Figured dimensions shall control over scaled dimensions, and work not dimensioned shall be as directed by the Designer. Work not particularly shown, identified, sized or located shall be the same as similar items that are shown or specified. In the event of a conflict, inconsistency or discrepancy within or among the Specifications or Drawings as to the quantity or quality of work or materials or quality of construction methods, the higher quality or greater quantity shall be furnished or performed unless otherwise specifically directed in writing by the Designer. Without limitation, if there is a conflict or discrepancy between or among the provisions of the Contract Documents and any referenced standard specification, manual, or code of any technical society, organization or association, or Applicable Laws, the provisions that are more stringent or result in a higher quality or level of performance shall take precedence, unless otherwise directed by the Designer.

1.2.5 Any matters contained in the Specifications which have been omitted from the Drawings or vice versa shall be construed as though contained in both. In the event of any duplication, conflict, inconsistency or discrepancy among or within the Drawings and the Specifications (or among or within other portions of the Contract Documents so far as the same pertain to the Drawings or the Specifications) the matter shall promptly be brought to the attention of the Airport Authority and Designer for instructions in accordance with the provisions of Subparagraph 4.1.8 below. The Contractor shall provide a copy of such notice to the Authority’s Representative. If, having identified any duplication, conflict, inconsistency or discrepancy, the Contractor proceeds with the Work without instructions from the Designer, the Contractor does so at its own risk and shall be responsible for performing corrective Work at its own cost.

1.2.6 All indications or notations which apply to one of a number of similar situations, materials or processes shall be deemed to apply to all such situations, materials or processes wherever they appear in the Work, except where a contrary result is clearly indicated by the Contract Documents. A typical or representative detail indicated on the Drawings shall constitute the standard for workmanship and material throughout the corresponding parts of the Work. Where necessary and where reasonably inferable from the Contract Documents, the Contractor shall adapt such representative detail for application to such corresponding parts of the Work. The details of such adaptation shall be subject to prior approval by the Designer. Repetitive features shown in outline on the Drawings shall be in exact accordance with corresponding features completely shown.

1.2.7 Where Applicable Laws or other codes, standards, requirements or publications of public or private bodies are referred to in the Contract Documents, references shall be understood to be to the latest revision in effect on the date of issuance of the affected Contract Documents, except where otherwise indicated. Words and abbreviations which have well‑known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings.

1.2.8 The Contract Documents may be amended to provide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways:

The Contract Sum and the Construction Duration may only be changed by a Change Order or a written amendment. In addition, the requirements of the Contract Documents may be clarified or supplemented, and minor changes, variations, adjustments and deviations in the Work may be authorized, by Field Order, by Designer’s Supplemental Instructions pursuant to Paragraph 11.18, or by Designer’s approval of a Shop Drawing pursuant to Paragraph 3.9.

1.2.9 The Contractor shall refer to all of the Drawings, and to all of the sections of the Specifications, and shall perform all work reasonably inferable therefrom as being necessary to produce the indicated results. Neither the Airport Authority nor the Designer assumes any liability arising out of jurisdictional issues raised or claims advanced by trade organizations or other interested parties based on the arrangement or manner of subdivision of the content of the Specifications and Drawings. In the event of any claim arising out of any duplication, conflict, inconsistency or discrepancy within the Specifications or on the Drawings as to the allocation of the Work among the Subcontractors and the Contractor’s own forces, the Contractor shall be solely responsible for resolving the claim and shall be responsible for ensuring that all of the Work is completed, regardless of where it appears in the Specifications or on the Drawings.

1.2.10 If any term or provision of any of the Contract Documents, or the application thereof to any Party or circumstance shall, to any extent, be determined to be invalid or unenforceable, the remaining provisions of the Contract Documents, or the application of such term or provision to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of each of the Contract Documents shall be valid and shall be enforced to the fullest extent permitted by law.

1.2.11 Except as provided in Paragraph 3.20 and Subparagraph 5.2.2 (or as otherwise expressly provided in the Contract Documents), the Contract Documents shall not be construed to create a contractual relationship of any kind (i) between the Designer and the Contractor, (ii) between the Airport Authority and any Subcontractor or (iii) between any persons or entities other than the Airport Authority and Contractor. Unless otherwise expressly stated in the Contract Documents, the parties do not intend that any third party shall be a beneficiary of any provision of the Contract Documents. The Contractor understands and agrees that the Designer’s obligations are to the Airport Authority and, by performing those obligations properly, the Designer may increase the burdens and expenses of the Contractor, its Subcontractors, or sureties or any of them.

1.2.12 Unless otherwise specifically provided, the words “include,” “including,” “such as” or words of similar meaning are not intended as limiting or exclusive, and shall be interpreted with the same effect as if followed by the phrase “without limitation” or “but not limited to.” The provisions of the Contract Documents frequently omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement.

1.2.13 Article, section and paragraph headings contained in these General Conditions or in other Contract Documents are for convenience of reference only, and shall not affect the meaning or interpretation of the provisions of the Contract Documents.

1.2.14 The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.

1.3 OWNERSHIP AND USE OF DOCUMENTS

1.3.1 The Drawings, Specifications and other documents prepared by the Designer are instruments of the Designer’s service through which the Work to be executed by the Contractor is described. Neither the Contractor nor any Subcontractor or Supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Designer, and, subject to the rights reserved by the Airport Authority in its agreement with the Designer, the Designer shall be deemed the author of them and will retain common law, statutory and other reserved rights, including the copyright of the Drawings and Specifications. The Contractor may retain record sets of the Drawings and Specifications. The Drawings, Specifications and other documents prepared by the Designer, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. The Contractor shall not permit their release to other parties except as may be necessary in dealing with governmental authorities in the ordinary course of permitting and constructing the Project. Further, they are not to be used by the Contractor or any Subcontractor or Supplier on other projects without the specific written consent of the Airport Authority and the Designer. The Contractor, Subcontractors and Suppliers are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Designer appropriate to and for use in dealing with governmental authorities in the ordinary course of permitting and constructing the Project, and otherwise in the execution of their work under the Contract Documents. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Designer’s copyright or other reserved rights. The Contractor shall require Subcontractors and Suppliers to comply with this Subparagraph 1.3.1.

1.3.2 If the Designer provides to the Contractor copies in electronic format of CAD Drawings prepared by the Designer (“Electronic Data”), for use in connection with preparation by the Contractor and its Subcontractors of coordination drawings, Shop Drawings or other submittals, as-built or record drawings, or for any other purpose, the Contractor’s use of such Electronic Data shall be at the sole risk of the Contractor and its Subcontractors, and neither the Airport Authority nor the Designer shall be responsible for any variance between such Electronic Data and the actual Contract Documents. The Contractor agrees that the Electronic Data shall not be used for any other purpose or transferred to others without the Airport Authority’s and Designer’s prior written consent. Items shown in the Electronic Data may not be to scale and the Contractor is obligated to verify all dimensions indicated on the Electronic Data. The Contractor acknowledges that the information contained in the Electronic Data may not be complete, and may be subject to subsequent changes. The Contractor acknowledges that anomalies and errors can be introduced into the Electronic Data when it is transferred or used in an incompatible computer environment. Further, the Contractor acknowledges and solely accepts the risks associated with and the responsibility for any damage to hardware, software or computer systems or networks related to any use of the Electronic Data. The Electronic Data is being furnished “as is,” and the Contractor hereby releases the Designer and the Airport Authority from any damage, loss or expense of any kind arising out of the transfer or use of the Electronic Data.

Article 2

AIRPORT AUTHORITY

2.1 INFORMATION AND SERVICES REQUIRED OF THE AIRPORT AUTHORITY

2.1.1 Unless otherwise provided in the Contract Documents, the Airport Authority shall furnish to the Contractor surveys describing the physical characteristics, legal limitations and utility locations for the site, and a bench mark and baseline from which the Contractor shall establish grades, lines and levels necessary for the proper placement of the Work. The Contractor shall be solely responsible for verifying the exact locations of utilities on the site or serving the Project as they relate to performance of the Work.

2.1.2 The Airport Authority shall secure and pay for (i) those permits and approvals, if any, identified as the Airport Authority’s responsibility in the Construction Services Agreement, and (ii) all easements and other property interests required to construct the Project on the site.

2.1.3 Information or services under the Airport Authority’s control required to be provided by the Airport Authority under the Contract Documents shall be furnished by the Airport Authority with reasonable promptness after receipt from the Contractor of a written request for such information or services.

2.1.4 The Contractor will be furnished free of charge one copy of the Contract Documents.

2.1.5 The Airport Authority and its representatives may communicate informally directly with any employees or other representatives of the Contractor or any Subcontractor. The preceding sentence shall not be interpreted to authorize any Subcontractor to formally communicate with the Airport Authority, nor to create or recognize any contractual relationship between the Airport Authority and Subcontractors or any obligation of the Airport Authority with respect to Subcontractors. The Airport Authority may, but shall not be required to, forward instructions to the Contractor through the Designer. If communicated directly to the Contractor by the Airport Authority, the Airport Authority shall endeavor to provide copies of such instructions to the Designer.

2.1.6 The Airport Authority may provide information contained in or relating to the Construction Services Agreement to any separate contractor, Subcontractor or Supplier to the extent deemed appropriate by the Airport Authority in relation to the proper performance of their work. The Airport Authority shall use reasonable efforts to give the Contractor prior notice of the Airport Authority’s intent to provide such information, provided that such notice does not conflict with the Airport Authority’s interests as determined by the Airport Authority in its sole discretion.

2.1.7 In no event shall the Airport Authority have control over, charge of, or any responsibility for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, notwithstanding any of the rights and authority granted the Airport Authority in the Contract Documents.

2.2 AIRPORT AUTHORITY’S RIGHT TO STOP THE WORK

2.2.1 If the Contractor fails to commence to correct and diligently pursue the correction of defective work as required by Paragraph 12.2 below or other provisions of the Contract Documents, or otherwise fails to carry out the Work in accordance with the Contract Documents, the Airport Authority may, without prejudice to any other remedy the Airport Authority may have, order the Contractor to stop the Work or any portion thereof, and the Contractor shall not thereafter incur any further cost or expense therefor without the Airport Authority’s prior written approval, until the cause for such order has been eliminated; however, this right of the Airport Authority to stop the Work shall not give rise to any duty on the part of the Airport Authority to exercise this right for the benefit of the Contractor or any other person or entity. The Contractor shall have no claim for an increase in the Contract Sum or extension of the Construction Duration on account of an order by the Airport Authority to stop the Work or any portion thereof pursuant to this paragraph, unless the Contractor establishes that the Contractor was at all times in compliance with the requirements of Paragraph 12.2 below and other applicable provisions of the Contract Documents.

2.3 AIRPORT AUTHORITY’S RIGHT TO CARRY OUT THE WORK

2.3.1 If the Contractor fails to perform the Work diligently and in a timely manner or defaults or neglects to carry out the Work in accordance with the Contract Documents or otherwise fails to perform his obligations under the Contract Documents, the Airport Authority may, without prejudice to any other remedy it may have, correct or carry out the Work or otherwise make good such deficiencies, provided, however, that the Airport Authority shall not take any action to perform the Work or to make good such deficiencies, except in the event of an emergency, unless the Contractor shall have failed, within seven (7) working days after receipt of written notice from the Airport Authority of such failure, default or neglect, to commence corrective action and thereafter to promptly and diligently pursue the corrective action to completion. If Airport Authority determines the Contractor has fallen behind in the progress of the Work or is in danger of falling behind at its then current rate of progress, or is responsible for any Project Schedule delays, the Airport Authority may direct Contractor on written notice to take the steps the Airport Authority deems necessary to improve the rate of progress of the Work, including requiring Contractor to increase its labor force, number of shifts and/or overtime operations, days of work, or to provide additional equipment or materials. Within forty-eight (48) hours of such written notice from the Airport Authority, Contractor shall submit for the Airport Authority’s approval a recovery plan and schedule to demonstrate the manner by which Contractor will implement the required steps to attain the required rate of progress. Contractor will implement the recovery plan immediately upon the Airport Authority’s approval. If the Airport Authority determines that the Contractor’s plan will not attain the required rate of progress, the Contractor will take the steps the Airport Authority directs in that regard and perform the Work accordingly, all without additional cost to the Airport Authority. If Contractor fails to submit or follow a recovery plan as required or perform the Work in accordance with the Airport Authority’s directives or in the event the Contractor’s recovery plan is not approved, the Airport Authority may, following twenty-four (24) hour notice to Contractor, perform the Work as the Airport Authority deems necessary to attain the required rate of progress. The Airport Authority may deduct from any payment due the Contractor or collect directly from Contractor on demand all costs, expenses and damages incurred or suffered by Airport Authority in connection with Contractor’s delay in the progress of the Work or to the Project Schedule.

3. If the Airport Authority undertakes to carry out the Work or make good such deficiencies, the Airport Authority may take possession of the site or any portion thereof and possession and use of any and all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor in order to carry out the Work or make good such deficiencies by whatever method it may deem expedient. The Airport Authority shall not be liable for any depreciation, loss or damage to such materials, equipment or tools during such use thereof. Further, if the Airport Authority undertakes to carry out the Work or make good such deficiencies, an appropriate Change Order shall be issued deducting from the payments then or thereafter due the Contractor the cost of carrying out the Work or correcting such deficiencies, including compensation for the Designer’s or other additional services made necessary by such default, neglect or failure, and the Contract Sum shall be likewise reduced. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference, with interest thereon at the rate specified in Paragraph 14.2 below, to the Airport Authority within thirty (30) days of receipt of an invoice therefor.

Article 3

CONTRACTOR’S RESPONSIBILITIES

3.1 DUTY TO REVIEW CONTRACT DOCUMENTS AND SITE CONDITIONS

3.1.1 Before starting the Work, and at frequent intervals during the progress thereof (including prior to commencement of each major element of the Work, and prior to the start of work of each Subcontractor), the Contractor shall carefully examine the site and carefully study and compare the Contract Documents with each other and with conditions at the site, including Work completed or in progress under the Contract Documents or other contracts, and with such information, documents, plans and criteria as may be available in connection with the Project and shall at once report to the Designer and the Airport Authority all conflicts, errors, ambiguities, inconsistencies, discrepancies, omissions or non-compliance with building codes or other Applicable Laws that he discovers, and the Contractor shall obtain a written interpretation of clarification from the Airport Authority before proceeding with any Work affected thereby. If the Contractor proceeds with the Work without such notice to the Designer and the Airport Authority, having discovered such errors, inconsistencies or omissions, or if by reasonable study of the Contract Documents and other conditions he could have discovered the same, the Contractor shall perform all necessary corrective work and bear all costs arising therefrom and shall have no claim for increase in the Contract Sum or extension of the Construction Duration for extra work made necessary thereby.

3.1.2 Without limitation, the Contractor shall take field measurements and verify field conditions as necessary and shall, before commencing activities at the site, carefully compare such field measurements and conditions and other information known to the Contractor with the Contract Documents and information provided by the Airport Authority pursuant to Subparagraph 2.1.1 of these General Conditions or pursuant to the Construction Services Agreement. Errors, inconsistencies or omissions discovered shall be reported promptly to the Designer and the Airport Authority using a Request For Information document provided by the Airport Authority.

3.1.3 The Contractor shall perform the Work in accordance with Good Industry Practices and the standards established by, and other requirements of, the Contract Documents and submittals approved pursuant to Paragraph 3.9 below.

3.1.4 The Contractor shall give the Designer timely notice of any additional design drawings, specifications, or instructions required to define the Work in greater detail, or to permit the proper progress of the Work, and the Designer shall respond within a reasonable time thereafter. The Contractor shall use a Request For Information document provided by the Airport Authority.

3.1.5 The Contractor shall not knowingly proceed with any work not clearly and consistently defined in detail in the Contract Documents, but shall request additional drawings or instructions from the Designer as provided in Subparagraph 3.1.4. If the Contractor proceeds with such Work without obtaining additional drawings or instructions, he shall correct, at his own expense, Work incorrectly done.

3.2 SUPERVISION AND CONSTRUCTION PROCEDURES

3.2.1 The Contractor shall supervise and direct the Work competently and efficiently, using its best skill and attention. The Contractor shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract Documents. The Contractor shall be responsible for confirming that finished Work complies with the requirements of the Contract Documents.

3.2.2 The Contractor shall employ and maintain on the Work at the site qualified and competent supervisory and administrative personnel, including but not limited to the key Project staff identified in the Construction Services Agreement. The Site Superintendent may appoint designees to perform or assist in the performance of the Site Superintendent’s duties when work is in progress in more than one area of the site and when second or third shift work is being performed, so as to ensure adequate supervision of all Work. Any such designee of the Site Superintendent must have a level of experience equivalent to the Superintendent, and must have experience as it relates to the type of construction being performed under the Contract Documents. A Site Superintendent and the Contractor’s Project Executive shall each, singly, have full authority to act on behalf of the Contractor. Designees of the Project Manager or Site Superintendent, with full authority, shall represent the Contractor in the absence of the Project Manager or the Site Superintendent, respectively. The Site Superintendent or his or her designee shall be in attendance at the site at all times (and for all shifts) during the progress of the Work until Final Completion of the Work. The Contractor shall coordinate and supervise the work of all Subcontractors to the end that the Work is carried out, with harmony and without conflict between trades, and so that no trade, at any time, causes delay to the general progress of the Work. The Contractor’s Project Manager and Site Superintendent and authorized representatives of any Subcontractors as requested by the Designer or the Airport Authority shall attend construction coordination meetings, weekly progress meetings and all other Project meetings. The Project Manager and, in his absence, the Site Superintendent shall represent the Contractor and notices or other communications given to the Project Manager or the Site Superintendent shall be as binding as if given to the Contractor directly. The Contractor shall provide the Airport Authority with the name, telephone number and mobile telephone or pager number of one or more representatives of the Contractor who shall be available 24 hours per day, seven days per week, to handle emergencies or other problems requiring the Contractor’s immediate attention. A representative must be at all times no more than one-hour travel time from the site.

3.2.3 Construction progress meetings shall be held, as often as the Airport Authority deems necessary but at least once per week, in accordance with a schedule established or approved by the Airport Authority. Such meetings shall be held at the site and shall be attended by representatives of the Airport Authority, the Designer and the Contractor. The Contractor's Site Superintendent and its Project Manager, General Superintendent or other main office representative shall attend each such meeting, and such representatives shall have full authority to make binding commitments on behalf of the Contractor with respect to all matters to be discussed at such meetings. Representatives of Subcontractors shall attend such meetings when requested by the Airport Authority or the Designer. If requested by the Airport Authority, the Contractor shall schedule, conduct and prepare and circulate minutes of the meetings. Minutes of such meetings, and other Project meetings, are intended to serve as a record of discussions held, shall not be binding upon any Party unless the minutes are specifically approved in writing by an authorized representative of such Party, and, even if so approved, shall not serve as notice to the Airport Authority of a claim by the Contractor, nor any other notice required to be given pursuant to any provisions of the Contract Documents, nor shall progress meeting minutes constitute a written change directive or notice to proceed to the Contractor with respect to any matter reflected in such minutes.

3.2.4 The Contractor shall furnish sufficient forces, plant and equipment as may be necessary to insure the progress of the Work in accordance with the Project Schedule. The Contractor shall be fully responsible for the acts and omissions of its employees, Subcontractors, Suppliers and its or their agents and employees, and all other persons or entities performing or supplying any of the Work.

3.2.5 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by the activities or duties of the Designer, the Authority’s Representative or any other Airport Authority representatives in the administration of the Contract Documents, or by inspections, tests or approvals required or performed by persons other than the Contractor.

3.2.6 The Contractor shall be solely responsible for properly laying out the Work, and for all lines, grades, elevations and measurements for all of the Work, as further provided in Paragraph 3.17 below. Without limitation, the Contractor shall establish the grades, lines, levels, column(s), wall and partition lines required by the Subcontractors in laying out their work. The Contractor shall verify the figures shown on the Drawings before laying out the Work and will be responsible for any errors or inaccuracies resulting from its failure to do so. In the event that the Contractor shall, while laying out the Work, become aware of any conflicts between the Drawings and the Specifications, including any modifications thereof, and the actual layout of the Work, it shall promptly notify the Designer using a Request For Information document. If the Contractor proceeds with any work related to the conflict without receiving instructions from the Designer, he accepts the conditions as they are and at his own risk.

3.2.7 Where the Contract Documents refer to particular construction means, methods, techniques, sequences or procedures or indicate or imply that such are to be used in the Work, such mention is intended only to indicate that the operations of the Contractor shall be such as to produce at least the quality of work implied by the operations described, but the actual determination of whether or not the described operations may be safely and suitably employed on the Work shall be the responsibility of the Contractor, who shall notify the Designer in writing of the actual means, methods, techniques, sequences or procedures which will be employed on the Work, if these differ from those mentioned in the Contract Documents. All loss, damage or liability, or cost of correcting defective work arising from the employment of any construction means, methods, techniques, sequences or procedures shall be borne by the Contractor, notwithstanding that such construction means, methods, techniques, sequences or procedures are referred to, indicated or implied by the Contract Documents, unless the Contractor has given timely notice to the Designer in writing that such means, methods, techniques, sequences or procedures are not safe or suitable, and the Contractor has then been instructed in writing to proceed at the Airport Authority’s risk.

3.2.8 The Contractor shall be responsible for ensuring that adequate quality assurance and quality control programs are developed, implemented and enforced by the Contractor's staff and all Subcontractors, including maintaining an experienced full-time…