EXHIBIT_B_Progressive_Design_Build_General_Condition.pdf

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EXHIBIT B

GENERAL CONDITIONS

FOR PROGRESSIVE DESIGN-BUILD AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 - GENERAL CONDITIONS

1.1 BASIC CONDITIONS

1.2 EXECUTION, CORRELATION AND INTENT OF A CHANGE AMENDMENT

1.3 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS

1.4 INTERPRETATION

1.5 ERRORS AND OMISSIONS

ARTICLE 2 - OWNER

2.1 INFORMATION AND SERVICES REQUIRED OF THE OWNER

2.2 OWNER’S RIGHT TO STOP OR SUSPEND THE WORK

2.3 OWNER’S RIGHT TO CARRY OUT THE WORK

ARTICLE 3 - DESIGN-BUILD FIRM

3.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY DESIGN-BUILD FIRM

3.2 SUPERVISION AND CONSTRUCTION PROCEDURES

3.3 LABOR AND MATERIALS

3.4 WARRANTY

3.5 TAXES

3.6 PERMITS, FEES AND NOTICES

3.7 ALLOWANCES

3.8 DESIGN-BUILD FIRM MANAGEMENT

3.9 SCHEDULE

3.12 USE OF PROJECT SITE

3.13 CUTTING AND PATCHING

3.14 CLEANING UP

3.15 ACCESS TO WORK

3.16 ROYALTIES AND PATENTS

ARTICLE 4 - ADMINISTRATION OF THE CONTRACT

4.1 CLAIMS AND DISPUTES

4.2 RESOLUTION OF CLAIMS AND DISPUTES

4.3 RESOLUTION OF UNRESOLVED CLAIMS AND DISPUTES

ARTICLE 5 - SUBCONTRACTORS TO DESIGN-BUILD FIRM

5.1 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR THE WORK

5.2 SUBCONTRACTUAL RELATIONS

5.3 CONTINGENT ASSIGNMENT OF SUBCONTRACTS

ARTICLE 6 - CONSTRUCTION BY OWNER OR BY OTHER CONTRACTORS

6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION WITH OWN FORCES AND TO AWARD OTHER

CONTRACTS

ARTICLE 7 - CHANGES IN THE WORK

7.1 CHANGES

7.2 CHANGE AMENDMENTS

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7.3 FIELD DIRECTIVE

7.4 MINOR CHANGES IN THE WORK

7.5 FORCE ACCOUNT WORK

ARTICLE 8 - TIME

8.1 DEFINITIONS

8.2 PROGRESS AND COMPLETION

8.3 DELAYS AND EXTENSIONS OF TIME

8.4 NO DAMAGE FOR DELAY TO DESIGN-BUILD FIRM

ARTICLE 9 - PAYMENTS AND COMPLETION

9.1 TOTAL PROJECT PRICE

9.2 SCHEDULE OF VALUES

9.3 APPLICATIONS FOR PAYMENT

9.4 APPROVAL OF APPLICATIONS FOR PAYMENT

9.5 DECISIONS TO WITHHOLD CERTIFICATION

9.6 PROGRESS PAYMENTS AND RETAINAGE

9.7 CONTINUED PERFORMANCE PENDING PAYMENT

9.8 PARTIAL ACCEPTANCE AND OCCUPANCY/USE

9.9 SUBSTANTIAL COMPLETION

9.10 FINAL COMPLETION AND FINAL PAYMENT

9.11 OWNER’S AUDIT RIGHTS

ARTICLE 10 - PROTECTION OF PERSONS AND PROPERTY

10.1 SAFETY PRECAUTIONS AND PROGRAMS

10.2 SAFETY OF PERSONS AND PROPERTY

10.3 HAZARDOUS MATERIALS

10.4 EMERGENCIES

10.5 PERFORMANCE AND PAYMENT BONDS

ARTICLE 11 - UNCOVERING AND CORRECTION OF WORK

11.1 UNCOVERING OF WORK

11.2 CORRECTION OF WORK

11.3 ACCEPTANCE OF NONCONFORMING WORK

11.4 TESTS AND INSPECTIONS

11.5 PLANT INSPECTION

11.6 MAINTENANCE MEETINGS

11.7 DRUG FREE WORKPLACE REQUIREMENTS

ARTICLE 12 - TERMINATION OR SUSPENSION OF THE CONTRACT

12.1 TERMINATION BY THE DESIGN-BUILD FIRM

12.2 TERMINATION BY THE AUTHORITY FOR CAUSE

12.3 SUSPENSION OR TERMINATION BY THE AUTHORITY FOR CONVENIENCE

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ARTICLE 1 - GENERAL CONDITIONS

1.1 BASIC CONDITIONS

1.1.1 INTENT OF THE CONTRACT DOCUMENTS

It is the intent of the Agreement to describe a functionally complete Project (or portion thereof) to be constructed in accordance with the Agreement and the Construction Documents prepared by the Design-Build Firm. Any work, materials or equipment that may reasonably be inferred from the Construction Documents as being required to produce the intended result shall be supplied whether or not specifically called for. When words which have a well-known technical or trade meaning are used to describe Work, materials or equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals or codes of any technical society, organization or association or to the Laws or Regulations of any governmental authority having jurisdiction over the Project, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code, Law or Regulation in effect at the time the Work is performed, except as may be otherwise specifically stated herein.

1.2 EXECUTION, CORRELATION AND INTENT OF A CHANGE AMENDMENT

1.2.1 A Change Amendments, defined in Section 1 of the Agreement, shall be issued and signed by the Authority and Design-Build Firm as provided in the Agreement. The Design-Build Firm will sign the Change Amendment, and return the signed Change Amendment to the Authority, along with all required proofs of insurance, performance and payment bonds (as required), and Bidders List Data within fifteen (15) days from the date the Change Amendment is delivered to the Design-Build Firm, if required.

1.2.2 Failure of the Design-Build Firm to execute the Contract Amendment (that has been agreed to by the Authority and the Design-Build Firm) or furnish the required proofs of insurance and acceptable bonds (as required) within the fifteen (15) day period may be deemed just cause for termination of the Agreement at the sole discretion of the Authority.

1.2.3 Execution of a Change Amendment by the Design-Build Firm is a representation that the Design-Build Firm has visited the site, become familiar with local conditions under which the Work is to be performed and has correlated personal observations with requirements of the Contract Documents.

1.2.4 The Authority reserves the right to cancel the award of any Change Amendment without incurring liability to the Authority at any time before a Change Amendment has been fully executed by all parties, approved by the Authority and an executed copy of the Change Amendment delivered to the Design-Build Firm. Change Amendments may also be cancelled by the Authority without liability at any time prior to the start of Work defined in the Change Amendment with written notice.

1.2.5 The intent of the Construction Documents is to include all information necessary for the proper execution and completion of the Work by the Design-Build Firm. The

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Construction Documents are complimentary, and what is required by one portion or section will be as binding as if required by all. All minor details of Work that are not shown in the Construction Documents, but that are reasonably inferable as necessary for the proper completion of the Work, are incidental matters and are included within the Work. The Design- Build Firm will not receive any additional compensation for performing any such incidental matters. Organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings will not control the Design-Build Firm in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade.

1.3 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER

DOCUMENTS

1.3.1 All Drawings, Specifications and other documents prepared by the Design-

Build Firm or its’ subcontractors for this Project are and will remain the property of the Authority, and the Authority will retain all common law, statutory and other reserved rights with respect thereto. They will not be used on any other project without the prior written consent of the Authority, and the Design-Build Firm will take such action as may be necessary to prevent their use on any other project or for additions to the Project outside the scope of the Work by any subcontractor or material and equipment supplier. The Design-Build Firm, subcontractors, and material and equipment suppliers are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Design-Build Firm that are appropriate to and for use in the execution of their Work under the Agreement. All copies made under this license will bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Design-Build Firm or its subcontractors.

Submittals or distributions necessary to meet official regulatory requirements or for other purposes relating to completion of the Project are not to be construed as a publication in derogation of the Authority's copyright or other reserved rights.

1.4 INTERPRETATION

1.4.1 In the interest of brevity, 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.

1.4.2 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

1.5 ERRORS AND OMISSIONS

1.5.1 The Design-Build Firm will not take advantage of any apparent error or omission on the Drawings, Plans or Specifications. If any errors, omissions or discrepancies are discovered, the Design-Build Firm is responsible for making corrections and is solely responsible for all costs associated with any and all corrective actions.

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ARTICLE 2 - OWNER

2.1 INFORMATION AND SERVICES REQUIRED OF THE OWNER

2.1.1 The Authority may furnish surveys or other information as to the physical characteristics of or utility locations for the Project site(s) as part of the Construction Documents.

To the extent that Authority provides such information, it is understood and agreed that the Authority does not guarantee the accuracy or the completeness of the location information relating to existing utility services, facilities, or structures that may be shown on the plans or encountered in the Work. IT IS THE DESIGN-BUILD FIRM’S RESPONSIBILITY TO FIELD

LOCATE ALL UNSEEN ASPECTS OF THE PROJECT, INCLUDING, BUT NOT LIMITED TO,

UNDERGROUND UTILITY LINES, FAA CABLES, EXTERIOR/INTERIOR

INFRASTRUCTURE, EXTERIOR/INTERIOR PHONES/UTILITY OR FIBER OPTIC OR OTHER

VIDEO AND DATA TRANSMISSION LINES, AND EXISTING UNDERGROUND

STRUCTURES, (COLLECTIVELY REFERRED TO AS "UTILITIES") PRIOR TO BEGINNING

WORK. Any inaccuracy or omission in information contained on the Drawings, Plans or Specifications regarding utilities will not relieve the Design-Build Firm, and their respective subcontractor(s), of responsibility to protect such utilities from damage or unscheduled interruption of utility service. The Design-Build Firm is responsible for assuring no interruption of utility service occurs by taking whatever actions and incurring whatever costs are necessary.

ANY INTERRUPTION IN UTILITY SERVICE WILL BE IMMEDIATELY CORRECTED BY THE

DESIGN-BUILD FIRM AT NO COST TO THE AUTHORITY. IF SUCH INTERRUPTION IS NOT

IMMEDIATELY CORRECTED BY THE DESIGN-BUILD FIRM, THE AUTHORITY WILL

PERFORM THE NECESSARY REPAIRS AND THE DESIGN-BUILD FIRM OR SURETY WILL

PAY FOR ALL COSTS RELATED TO THESE REPAIRS. THE DESIGN-BUILD FIRM IS

RESPONSIBLE FOR ALL TEMPORARY COSTS AND SERVICES DETERMINED

NECESSARY BY THE AUTHORITY IF SERVICES ARE INTERRUPTED.

2.1.2 The Authority disclaims all responsibility whatsoever with respect to the sufficiency or accuracy of test borings made, or of the logs of test borings, or of other investigations or records of subsurface conditions (including, but not limited to, underground utility locations, or of the interpretations made thereof), and there is no warranty or guaranty, expressed or implied, that the conditions indicated by such test borings, logs, investigations, records, or information are representative of conditions existing throughout the Work site, or any part thereof, or that unforeseen developments may not occur. At the Authority's request, the Design-Build Firm will make available to the Authority the results of any surface or subsurface investigations of the site, test borings, analyses, studies or other tests conducted by or in possession of the Design-Build Firm or any of its agents.

2.1.3 The Authority will secure and pay for any easements, impact fees, sewer and water connection fees associated with the Work. The Design-Build Firm will secure and pay for permits, Authority Having Jurisdiction (AHJ) inspections or re-inspections, fees, and notices.

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2.2 OWNER’S RIGHT TO STOP OR SUSPEND THE WORK

2.2.1 If the Design-Build Firm fails to correct Work which is not in accordance with the requirements of the Construction Documents or fails to carry out Work in accordance with the Construction Documents within seven (7) days from the date of the Authority’s written notice to the Design-Build Firm describing such failure, the Authority may order the Design-Build Firm to suspend the Work, or any portion thereof, until the cause for such order has been eliminated.

The right of the Authority to suspend the Work will not give rise to a duty on the part of the Authority to exercise this right for the benefit of the Design-Build Firm or any other person or entity. This right will be in addition to, and not in restriction of, the Authority’s rights under the Contract.

2.2.2 The Authority will have the authority to suspend the Work, in whole or in part, for such period of time as it may determine necessary, due to unsuitable weather, or any other circumstances which, in the Authority's sole discretion, requires a suspension of the Work. An order by the Authority to suspend the Work will be in writing except in cases of bona fide emergencies.

2.2.3 In the event the Work is suspended in writing by the Authority for reasons beyond the Design-Build Firm's control or for unforeseen circumstances not otherwise provided for in the Contract Documents, which could not have reasonably been anticipated or avoided by the Design-Build Firm, the Design-Build Firm will be granted an appropriate extension of Project Time for the period of suspension, which will not exceed the day-for-day period of suspension, and an equitable adjustment to the Total Project Price (or an adjustment to the specific Task Authorization or Contract Amendment Price if only a portion of the Work is suspended) may be made at the Authority’s discretion for the increased costs of maintaining and securing the Project during the suspension period. In such an event, the Design-Build Firm will not be entitled to compensation for home office overhead during the period of suspension. The Design-Build Firm will not be entitled to receive any increase in the Project Time or the Total Project Price for suspensions imposed by the Authority or for suspensions which are either: (1) made at the request of the Design-Build Firm for its own convenience; (2) attributable to circumstances caused by the Design-Build Firm or those for which the Design-Build Firm is responsible; (3) attributable to circumstances which reasonably could have been anticipated or avoided by the Design-Build Firm; (4) attributable to inclement weather conditions usually experienced at the project site during the relevant time period; or (5) attributable to circumstances otherwise anticipated in the Contract Documents.

2.2.4 If the Authority does not suspend the work in writing, but the project has been delayed due to reasons beyond the control of the Design-Build Firm, then an extension of the Project Time and an adjustment to the Total Project Price may be negotiated with the Design- Build Firm at the Authority’s discretion.

2.3 OWNER’S RIGHT TO CARRY OUT THE WORK

2.3.1 If the Design-Build Firm defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) working day period after receipt of written notice from the Authority to commence and continue correction of such default

P a g e 7 | 51 or neglect with diligence and promptness, the Authority may, without prejudice to other remedies the Authority may have, commence and continue to carry out the Work or any portion thereof.

In that case, an appropriate Field Directive will be issued deducting from payments then or thereafter due the Design-Build Firm the cost of correcting such deficiencies, including compensation for assistance from any other vendor/contractor of the Authority (if applicable), or other additional services and expenses made necessary by the default, neglect or failure and all damages, costs, expenses or losses caused by the default, neglect or failure. If payments then or thereafter due the Design-Build Firm are not sufficient to cover amounts owed to the Authority, the Design-Build Firm or Surety will pay the difference to the Authority. The right of the Authority to carry out the Work will not give rise to any duty on the part of the Authority to exercise this right for the benefit of the Design-Build Firm or any other person or entity.

ARTICLE 3 - DESIGN-BUILD FIRM

3.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY DESIGN-

BUILD FIRM

3.1.1 The Design-Build Firm shall, before commencing with procurement and contracting for work, acknowledge and declare that the Construction Documents issued are sufficient to enable the Design-Build Firm to complete the Work as shown in the Construction Documents, or if not specifically shown, to perform the activities which may be reasonably inferred as necessary for completion of the Work in accordance with the requisite time frame, applicable laws, statutes, building codes, regulations or as otherwise required by the Contract Documents. The Design-Build Firm will not take advantage of any apparent error or omission in the Contract Documents. The Design-Build Firm will carefully study and compare their Construction Documents with each other and with all other information furnished or made available by the Authority and will at once report to the Authority, or their designated representative any errors, inconsistencies or omissions discovered. If the Design-Build Firm performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without first providing such notice to the Authority, or their designated representative, the Design-Build Firm will assume responsibility for such performance and will bear the attributable costs for correction.

3.1.2 The Design-Build Firm will take field measurements and verify field conditions and will carefully compare such field measurements and conditions and other information known to the Design-Build Firm with their Construction Documents before commencing activities.

Errors, inconsistencies or omissions in the Contract Documents discovered by the Design-Build Firm will be reported in writing to the Authority immediately upon discovery.

3.1.3 The Design-Build Firm represents that it is familiar with the Project site and has received all information it needs concerning the conditions of the Project site. Design-Build Firm represents that it has inspected the location of the Work required and has satisfied itself as to the location and condition thereof including, without limitation, the location and condition of all structures, utilities, and surface and subsurface conditions. At no additional cost to the Authority, the Design-Build Firm will undertake all further investigations and studies as may be necessary or useful to determine the location and condition of structures, utilities, and surface and subsurface

P a g e 8 | 51 conditions. Based upon the foregoing inspections, understandings, agreements and acknowledgments, the Design-Build Firm agrees and acknowledges that:

.1 the Project Price is just and reasonable compensation for all of the Work, including all reasonably foreseen and foreseeable risks, hazards, and difficulties in connection therewith;

.2 the Project Time is adequate for the performance of the Work; and

.3 the Work will not result in any unintended lateral or vertical movement of any existing structure. The Design-Build Firm will have no claims for surface or subsurface conditions except as described herein. The Design-Build Firm will exercise special care in executing Work in proximity of known structures, utilities, improvements, and easements.

3.2 SUPERVISION AND CONSTRUCTION PROCEDURES

3.2.1 Any time there is work being performed by a subcontractor, a representative of the Design-Build Firm will be on-site to manage the work.

3.2.2 The Design-Build Firm will supervise and direct the Work, using the Design- Build Firm’s best skill and attention. The Design-Build Firm will be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, including coordination of the duties of subcontractors, suppliers and all trades, unless the Contract Documents give other specific instructions concerning these matters.

3.2.3 The Design-Build Firm will be responsible for the acts and omissions of its employees and all of its subcontractors and their agents and employees and other persons performing any of the Work under a contract with the Design-Build Firm. The Authority reserves the right, but does not assume any obligation, to remove or cause to be removed from the Project any employee of the Design-Build Firm or its subcontractors, whenever it determines, in its sole discretion that such action is in the best interest of the Project. Removal of undesirable personnel will in no way change or reduce the obligations of the Design-Build Firm. Design- Build Firm is to employ workers who at all times work in harmony with those employed by the Authority and any Designated Representatives, separate Design-Build Firms, contractors, or consultants on the Project. Should the Design-Build Firm fail to remove such person or persons or fail to furnish suitable and sufficient personnel for proper prosecution of the Work, the Authority may suspend the Work by written notice until compliance with the Authority’s directive is achieved.

3.2.4 The Design-Build Firm will control its operations and those of its subcontractors and material suppliers to assure the least inconvenience to the traveling public. Under all circumstances, safety and security shall be the most important considerations during performance of any work.

3.2.5 The Design-Build Firm will not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Authority, P a g e 9 | 51 designated representatives, or by tests, inspections or approvals required or performed by persons other than the Design-Build Firm.

3.2.6 The Design-Build Firm will be responsible for inspection or examination of portions of Work already performed under the Contract to determine that such portions are in proper condition to receive subsequent Work. The Design-Build Firm will keep full detailed written records of all inspection or examination efforts. These written records will include dates, subject matter, persons present, result of inspections or examination and will be made available to the Authority if requested.

3.2.7 If any of the Work is required to be inspected or approved, the Design-Build Firm will cause such inspection or approval to be performed. No test, inspection or examination performed or failed to be performed by the Authority, will be a waiver of the enforcement of any of the Design-Build Firm’s obligations.

3.2.8 The Design-Build Firm is solely responsible to provide a sufficient number of skilled workers, supervisors, and project management personnel to staff the Project and prosecute the Work, and ensure that the Work is completed within the Project Time. Failure to sufficiently staff the Project with skilled workers, or supervisors or project management personnel may be cause for termination of the Contract or such other remedies as set forth in the Contract Documents. The Design-Build Firm assumes all risks of delays or extra costs which may be associated with labor disputes involving the Design-Build Firm, its subcontractors or material suppliers and in no event will the Design-Build Firm be entitled to additional compensation or an extension of Project Time due to any such labor disputes.

3.2.9 When an event of an unusual and significant nature occurs at the Project site, including but not limited to emergencies, the Design-Build Firm will prepare and submit a special report to the Authority fully describing the event, including but not limited to: persons participating, response by the Design-Build Firm's personnel, an evaluation of the results or effects of the event and similar pertinent information. Design-Build Firm will advise the Authority as soon as possible when such events are known, but in no case greater than eight (8) hours after occurrence of the event. The Design-Build Firm will submit special reports directly to the Authority within two (2) days of the occurrence and will submit a copy of the report to and other entities that are affected by the occurrence within two (2) days of the occurrence.

3.2.10 The Design-Build Firm will be responsible for providing all subcontractors with copies of the entire set of the project Drawings and Specifications in order for the subcontractors to perform the Work. The Design-Build Firm will also be responsible for providing the subcontractors with coordination drawings of all related disciplines so that subcontractors may properly coordinate and prepare shop drawings and perform the Work.

3.2.11 If the Work requires Design-Build Firm to provide its subcontractors with access to Airport building plans, blueprints, schematic drawings and diagrams, including draft, preliminary and final formats, or any other documents that may be confidential or exempt from public disclosure under state or federal law, Design-Build Firm will execute and require each subcontractor requesting access to the documents listed above to execute Authority’s “Non- Disclosure Agreement – Conditional Access to Building Plans, Blueprints, Drawings, Diagrams

P a g e 10 | 51 and Specifications – Southwest Florida International Airport” or any superseding agreement and will require each subcontractor to comply with the terms of that agreement.

3.2.12 The Authority reserves the right to contract for, and perform, other or additional work on or near the site of any Work being performed by the Design-Build Firm. When separate contracts are let within the limits of any one Project, Design-Build Firm will conduct its work so as not to interfere with or hinder the progress of completion of the work being performed by other contractors or consultants.

3.3 LABOR AND MATERIALS

3.3.1 The Design-Build Firm will provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and all other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

3.3.2 The Design-Build Firm will enforce strict discipline and good order among the Design-Build Firm’s employees, subcontractors, and other persons carrying out the Work and otherwise fulfilling its obligations under the Contract. The Design-Build Firm will not permit employment of unfit persons or persons not skilled in tasks assigned to them.

3.3.3 All construction personnel will be restricted to designated construction areas.

They will wear shirts with sleeves, long pants, and hard soled footwear and otherwise be in compliance with OSHA requirements at all times. When walking from the Design-Build Firm’s parking lot to the Project site, designated walkways and crossings will be used. The Design- Build Firm’s subcontractors will not use vehicle traffic lanes as walkways. The Design-Build Firm's workers and subcontractors will not utilize public areas for taking their "work breaks" or "lunch breaks." Areas for this purpose may be designated by the Design-Build Firm with Authority approval upon request. No public toilets will be used by any workers at any time. The Design-Build Firm's subcontractors will not use restaurants, lounges or other concession areas within the Airport except as expressly approved by the Authority.

3.3.4 All equipment which is proposed to be used on the Work will be of sufficient size and in such mechanical condition as to meet requirements of the Work and to produce a satisfactory quality of work. Equipment used on any portion of the Work will be such that no injury to previously completed work, adjacent property, or existing Airport facilities will result from its use.

3.3.5 For federally funded projects, Design-Build Firm must refer to and comply with the Federal Conditions for requirements concerning payroll records and reporting requirements.

3.4 WARRANTY

3.4.1 The Design-Build Firm warrants it will perform its engineering and design

Services, as more particularly described in the Scope of Services of the Agreement, in accordance with the current standards of care and diligence normally practices by recognized firms in performing the services of a similar nature. If within one (1) year of Substantial Completion it is shown that there is an error in the engineering or design services as a result of

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Design-Build Firm or its subcontractors’ failure to meet those standards and the Authority has notified the Design-Build Firm in writing of any such error within that period, Design-Build Firm shall reperform such Construction Services or Design Services within the original scope of such services, as may be necessary to remedy such error. All costs incurred by the Design-Build Firm in performing such corrective services shall be to the account of Design-Build Firm, at no additional cost to the Authority, such cost are not reimbursable costs under the Agreement.

3.4.2 The Design-Build Firm warrants to the Authority that materials and equipment furnished under the Contract will be of good quality and NEW unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized by the Authority, will be considered defective and will be removed and replaced at Authority’s direction and Design- Build Firm’s expense. If required by the Authority, the Design-Build Firm will furnish satisfactory evidence as to the kind and quality of materials and equipment provided in the Work. Design- Build Firm will obtain and assign to the Authority all required express warranties given to Design- Build Firm or any subcontractors by those supplying materials, equipment or fixtures that are to be incorporated into the Project. If any special warranties are required by the technical specifications, the Design-Build Firm will co-sign them. The Design-Build Firm agrees that all items furnished under this Contract will be warranted for a period of one (1) year from the date of written Substantial Completion, unless otherwise specified in the Contract.

3.5 TAXES

3.5.1 The Design-Build Firm will pay sales, consumer, use and similar taxes for Work or portions thereof provided by the Design-Build Firm, which are legally enacted when bids are received, whether or not yet effective or merely scheduled to go into effect.

3.6 PERMITS, FEES AND NOTICES

3.6.1 The Design-Build Firm will secure and pay for the building permit, the cost of which will be included in the Project Price as an Allowance and adjusted based on final cost for building permits, and other permits and governmental fees for licenses and inspections necessary for proper execution and completion of the Work and which are required for performance of the Work, including but not limited to, any applicable building, engineering, utility, dewatering, National Pollution Discharge Elimination System (NPDES) storm water management or any other permits required to complete the Work. The Design-Build Firm will procure all certificates for inspection, use, occupancy, and all permits and licenses, and give all notices necessary and incidental to the due and lawful prosecution of the Work. The Design-Build Firm will be responsible for coordinating and scheduling all AHJ’s permitting agencies’ tests and inspections.

Certificates of inspection, use and occupancy, if applicable, will be delivered to the Authority by the Design-Build Firm upon completion of the Work and in sufficient time for occupancy of the Project in accordance with the schedule for the Work. The costs of such permits, licenses, procurements, tests and inspections are included within the respective Allowance included in the Total Project Price.

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3.6.2 All building, structural, electrical, plumbing and mechanical work items will be installed in accordance with the latest edition of the regulations of applicable local, state, county and other codes, including any utility company unless otherwise specified in the Contract and Construction Documents. Design-Build Firm will be responsible for and will pay for all required permits, licenses, fees and inspections.

3.6.3 In the event of a conflict between permits, drawings, or specifications, the Design- Build Firm will immediately bring the conflict to the attention of the Authority for a determination.

The Design-Build Firm is responsible for all actions necessary to comply with the Authority’s determination. If the Authority makes no determination, it is Design-Build Firm’s responsibility to comply with the most stringent requirement.

3.6.4 It is the Design-Build Firm's responsibility to contact the applicable utility company (or companies) to determine if any fees, charges or costs will be due to the utility company for temporary power, installations or hookups. This fee, charge or cost will be included in the respective Allowance included in the Total Project Price

3.6.5 It is the obligation of the Design-Build Firm to review the Contract Documents to determine and to notify the Authority of any discrepancy between the Contract and Construction Documents and building codes or regulations of which the Design-Build Firm has or should have knowledge or should be reasonably able to determine. The Design-Build Firm will not violate any zoning or setback requirement of laws, codes or ordinances, or of any recorded covenants of which the Design-Build Firm has knowledge. If the Design-Build Firm observes that portions of the Contract or Construction Documents are at variance with laws, statutes, ordinances, building codes, rules or regulations, the Design-Build Firm will promptly notify the Authority and designated representatives in writing for resolution, and necessary changes to the Work will be accomplished by the Design-Build Firm at no cost to the Authority.

3.6.6 Design-Build Firm is aware of all processes and fees of AHJs. If the Design-Build Firm performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations, the Design-Build Firm will assume full responsibility for such Work and will bear all costs associated with bringing the Work into compliance.

3.7 ALLOWANCES

3.7.1 The Design-Build Firm will include in the Total Project Price all allowances defined in coordination with the Authority.

3.7.2 Unless otherwise provided in the Contract or Construction Documents:

.1 materials and equipment under an allowance will be recommended by the Design-Build Firm and selected by the Authority within time frames required by the current accepted schedule;

.2 allowances will cover the cost for installation, materials, incidentals, and equipment delivered at the site and all required taxes, less applicable trade discounts;

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.3 costs for unloading and handling at the site, labor, overhead, profit and other expenses contemplated for stated allowance amounts will be included in the Total Project Price and not in the allowances; and

.4 whenever costs are more than or less than allowances, the Total Project Price will be adjusted accordingly by separate CA. The amount of the CA will reflect the difference between actual costs and the allowances supported by appropriate substantiating data that demonstrate the actual cost.

3.8 DESIGN-BUILD FIRM MANAGEMENT

3.8.1 The Design-Build Firm will employ a competent project director, management team and necessary assistants who will be in attendance at the Project site during performance of the Work. The project director shall represent the Design-Build Firm, and communications given to the project director will be binding on the Design-Build Firm. All communications will be confirmed in writing. The project director will be present at all times that work is being performed, installed or affected. The Authority may request replacement of a project director for any cause and an acceptable replacement, approved by the Authority must be on the Project site within seven (7) calendar days of removal of the former project director. The project director will be the Design-Build Firm's representative at the site and will have authority to act on behalf of the Design-Build Firm for all Work to be performed by the Design-Build Firm.

3.8.2 The Design-Build Firm’s project director and designated management team members will attend any and all meetings as required by the Authority, and also coordination meetings with the Design-Build Firm, the Authority's separate Consultants, the Authority, subcontractors and others as appropriate to coordinate and perform the project Work.

3.9 SCHEDULE

3.9.1 Format. Design-Build Firm will utilize an industry recognized construction scheduling computer software, acceptable by the Authority, for planning and recording the Project schedule. This software will be used for coordination, monitoring, and verification of payment of all work under the Contract including all activities of the Design-Build Firm and its subcontractors, vendors, and material suppliers.

3.9.2 Preliminary Schedule. The Design-Build Firm will submit to the Authority and designated representative, a Preliminary Schedule (in PDF and original scheduling software formats) no later than five (5) calendar days from completion of the target budget and schedule validation activity. The Preliminary Schedule will be based on the calendar the Design-Build Firm intends to work (i.e., calendar days), in a bar chart format covering all major items of the Work including construction activities, milestone dates, submittal dates and procurement of materials and equipment. The Preliminary Schedule will identify approximate start and finish dates, the sequence in which the Design-Build Firm proposes to carry out the Work, predecessors and successors for each activity, and float. The Preliminary Schedule will be based upon the Project Time specified in the Contract Documents. Upon receipt and approval

P a g e 14 | 51 by the Authority and written acceptance by the Authority, the Design-Build Firm will proceed with the Work in accordance with the Preliminary Schedule.

3.9.3 Baseline Schedule. Within ten (10) calendar days of the Authority acceptance of the Preliminary Schedule, the Design-Build Firm will submit to the Authority, both in PDF and scheduling software formats acceptable to the Authority, a proposed Baseline Schedule which must be in the form of a critical path method (CPM) precedence diagram (in both a bar chart and graphic network formats) covering all major items of Work. The Baseline Schedule will identify approximate start and finish dates, critical path tasks, the sequence in which the Design- Build Firm proposes to carry out the Work, predecessors and successors for each activity, and float, directly referable to the schedule of values in the intended progress Application for Payment. The Authority will review the proposed Baseline Schedule and present the Design- Build Firm with any comments regarding the logic, sequence, durations of work activities, or level of detail of the number, description, or division of the Work activities at a baseline review meeting. The Design-Build Firm will resubmit the proposed Baseline Schedule for review within ten (10) calendar days of the baseline review meeting. Upon the Authority’s acceptance of the Baseline Schedule, the Design-Build Firm will proceed with the work in accordance with the accepted Baseline Schedule. The Authority's acceptance of the Baseline Schedule will not impose on the Authority any responsibility to the Design-Build Firm for the accuracy or reasonableness of the Baseline Schedule nor will the review and acceptance relieve the Design- Build Firm from full responsibility to complete the Work in accordance with the Contract Documents. Upon acceptance by the Authority, the Baseline Schedule will be the basis for evaluation of all time related issues, unless and until a Progress Schedule is accepted which supersedes the Baseline Schedule logic, sequence, durations of work activities, or level of detail of the number, description, or division of the work activities. The Authority will have no obligation to process or issue payment for an Application for Payment until the Design-Build Firm submits a Baseline Schedule that has been accepted by the Authority.

3.9.4 Progress Schedules. Each month during the Project, the Design-Build Firm will submit a Progress Schedule to update the progress of the Work. Progress Schedules must be submitted in PDF and original scheduling software formats with each Design-Build Firm's Application for Payment and the data contained in the Progress Schedule must accurately correspond to the progress of the Work information contained in the Design-Build Firm's Application for Payment. The Design-Build Firm's Progress Schedule must accurately reflect the actual progress of the Work against the Baseline Schedule as well as any revisions to the logic, sequence, durations of work activities, or level of detail of the number, description, or division of the work activities. The schedule columns will be formatted to include activity description, number of days, number of days remaining, percent complete, early start, early finish and float.

Submission of the updated Progress Schedule to the Authority is a condition precedent to processing an Application for Payment. Regardless of other circumstances, the Authority may refuse to process or issue payment for an Application for Payment without the Design-Build Firm's submission of a current, accurate, and updated Progress Schedule that is satisfactory to the Authority. All Progress Schedule updates shall include a narrative report of all revisions to the Baseline Schedule logic and progress against the previous month’s Progress Schedule.

3.9.5 If the Design-Build Firm's Progress Schedule reflects that the completion of the Project or a Project milestone date is not within the Project Time, then the Design-Build Firm

P a g e 15 | 51 must submit with the Progress Schedule the Design-Build Firm's proposed recovery plan for completing the Work within the Project Time. In the event the Design-Build Firm claims entitlement to a time extension which is disputed by the Authority, the Design-Build Firm's recovery plan will not be based upon receiving disputed time extensions. The Design-Build Firm will only include adjustment to the completion date for the project when the Authority has approved the adjustment and issued a CA.

3.9.6 The Design-Build Firm will fully comply with all time and other requirements of the Contract Documents. The Authority's approval and payment of an Application for Payment, without the submission of a current, accurate Baseline or Progress Schedule, will not constitute a waiver of either the requirement for such updates or the Authority's right to withhold payment, and the Design-Build Firm will not be relieved from the obligation to complete the Work within the Project Time. Payment of an Application of Payment does not constitute the Authority’s acceptance or agreement with the applicable Progress Schedule.

3.10 DOCUMENTS AND SAMPLES AT THE SITE

3.10.1 The Design-Build Firm will create and maintain at the site As-Built Documents comprised of one copy of the Drawings, Specifications, Addenda, Contract Amendments, Task Authorizations, Field Directives and other Modifications, in good order and marked currently, to accurately reflect all as-built conditions, including, but not limited to, all locations of utilities as actually installed, all changes to the Work, and all approved Shop Drawings, Product Data, Samples and similar required submittals. These As-Built Documents will be available to the Authority and designated representatives at all times. All As-Built Documents will be delivered to the Authority and designated representatives for review and acceptance upon completion of the Work and must be signed by the Design-Build Firm to certify that they show complete and exact as-built conditions, stating dimensions, sizes, kinds of materials, and similar matters (including, but not limited to, piping and conduit in vertical and horizontal locations). The Design- Build Firm will be held responsible for all damages arising directly or indirectly out of the Design- Build Firm's failure to maintain complete and accurate As-Built Documents and other information. The Design-Build Firm will maintain a BIM model for the project that is continuously updated to reflect the as-built conditions defined above. The BIM model will available to the Authority and their designated representatives for review and will be delivered to the Authority upon completion of the Work.

3.10.2 Design-Build Firm will utilize the Authority’s Procore project management platform for all project records and may keep their own adequate records and supporting documentation concerning its performance of the Work. The records and documentation will be retained by Design-Build Firm for a minimum of five (5) years, along with the Authority’s Procore records, from the date of final completion of the Project or the date of final payment, whichever is later. The Authority, or anyone designated by the Authority, will have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the term of the Contract and during the period of five (5) years thereafter; provided, however, such activity will be conducted only during normal business hours, and the person requesting copies will pay the reasonable costs thereof.

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3.10.3 The Design-Build Firm will maintain at the site all permit Drawings in a manner so as to make them accessible to governmental inspectors and other authorized agencies. All approved Drawings will be wrapped, marked and delivered to the Authority within the timeframe provided in the Specifications; if no timeframe is so provided, then within a reasonable timeframe established by the Authority.

3.11 DOCUMENTS AND SAMPLES AT THE SITE

3.11.1 All materials, equipment and methods of construction associated with the Project will require shop drawings, product data or samples. Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Design-Build Firm or a subcontractor, sub-subcontractor, manufacturer, material supplier or distributor to illustrate some portion of the Work.

3.11.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Design-Build Firm to illustrate materials or equipment for the Work.

3.11.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged.

3.11.4 Shop Drawings, Product Data, Samples and similar submittals are not Construction Documents unless incorporated by a CA. The purpose of the submittal is to demonstrate for those portions of the Work for which submittals are required the way that the Design-Build Firm proposes to conform to the information given and the design concept expressed in the Construction Documents.

3.11.5 The Design-Build Firm will review, approve and submit for review by the Authority or designated representative in accordance with the schedule and sequence approved by the Authority, Shop Drawings, Product Data, Samples and similar submittals required by the Construction Documents. The Design-Build Firm and Authority will coordinate and designate the types of submittals to be submitted for review. Design-Build Firm must give original submittals to the Authority and designated representative, with the Design-Build Firms review and approval identified on each. Submittals made by the Design-Build Firm which are not required by the Construction Documents may be returned without action. The Design-Build Firm is fully responsible for the accuracy and completeness of submittals and shall address review comments from the Authority or their designated representative.

3.11.6 The Design-Build Firm will perform no portion of the Work or purchase any materials requiring submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been accepted by the Authority or their designated representative. Such Work will be in accordance with approved submittals. Design-Build Firm proceeds at its own risk if they elect to perform any work without the properly accepted submittals. Consequences for noncompliance will be nonpayment by the Authority for that item, or the removal of the unapproved item.

3.11.7 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Design-Build Firm represents that each subcontractor has determined

P a g e 17 | 51 and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Construction Documents.

3.11.8 The Design-Build Firm will not be relieved of responsibility for deviations from requirements of the Contract Documents by the approval of Shop Drawings, Product Data, Samples or similar submittals unless the Design-Build Firm has specifically informed in writing of such deviation at the time of submittal and the Authority or designated representative has given written approval to the specific deviation. The Design-Build Firm will not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the acceptance thereof.