OIAA_-_General_Conditions_-_Ground_Power_Unit_(GPU)_Lifecycle_Replacement.pdf

Ground Power Unit (GPU) Lifecycle Replacement

3(b): OIAA General Conditions TOC Page i of ii Issued for Bid November 8, 2024

OIAA GENERAL CONDITIONS

Article No. Article Title

GENERAL

GC- 1 Headings GC- 2 Order of Precedence and Contract Interpretation GC- 3 Contracting Definitions GC- 4 Abbreviations and Acronyms GC- 5 Invalidation of a Condition GC- 6 No Alteration of Contract Terms GC- 7 Contract Bonds GC- 8 Independent Contractor GC- 9 Subcontracts GC- 10 Contractor’s Representations GC- 11 Contractor’s Representative GC- 12 Authority of the OIAA and Its Commission GC- 13 Owner-Furnished Documents and Specifications GC- 14 Ownership and Use of Contract Work Products GC- 15 Work Force GC- 16 Coordination GC- 17 Business Ethics GC- 18 Materials and Workmanship GC- 19 Publicity and Advertising GC- 20 Public Relations GC- 21 Hazardous and Other Regulated Substances GC- 22 Project Site Investigation GC- 23 Rights of Entry GC- 24 Protection and Restoration of Existing Improvements GC- 25 Disabled Access GC- 26 Public Convenience and Safety GC- 27 Use of Improvements During Construction GC- 28 Joint Liability GC- 29 OIAA Held Harmless GC- 30 Patent Fees/Royalties GC- 31 No Third-Party Beneficiary GC- 32 Governing Law; Venue GC- 33 Compliance with Applicable Laws GC- 34 Assignment or Transfer Strictly Prohibited GC- 35 Conflict of Interest GC- 36 Waiver GC- 37 Suspension of Work GC- 38 Termination for Convenience GC- 39 Termination for Default GC- 40 Labor and Prevailing Wages

3(b): OIAA General Conditions TOC Page ii of ii Issued for Bid November 8, 2024

SCHEDULE

GC- 41 Prosecution of Work GC- 42 Progress GC- 43 Delays GC- 44 Extensions of Time GC- 45 Force Majeure GC- 46 Liquidated Damages GC- 47 Scheduling of the Work GC- 48 Substantial Completion GC- 49 Final Inspection, Completion, and Acceptance of the Work

PAYMENT

GC- 50 Taxes GC- 51 Payment Procedures GC- 52 Payroll Records

CHANGES AND DIRECTIVES

GC- 53 Field Directives GC- 54 No Oral Modifications GC- 55 Differing Project Site Conditions GC- 56 Contractor Potential Change Notices GC- 57 Contractor Change Request GC- 58 Change Directives GC- 59 Change Orders GC- 60 Pricing

DISPUTES

GC- 61 Resolution of Disagreements

CLAIMS

GC- 62 Claims

AUDIT

GC- 63 Audits and Records GC- 64 Proprietary or Confidential Information

WARRANTIES

GC- 65 Warranties

ADMINISTRATIVE REQUIREMENTS

GC- 66 OIAA Administrative Requirements GC- 67 Business License GC- 68 Insurance GC- 69 Antitrust Claims

END OF TABLE OF CONTENTS

3(b): OIAA General Conditions Page 1 of 54 Issued for Bid May 6, 2025

OIAA GENERAL CONDITIONS

GENERAL

GC- 1. HEADINGS

The Section headings appearing herein shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions of this Contract.

GC- 2. ORDER OF PRECEDENCE AND CONTRACT INTERPRETATION

A. Conflicts in the application or interpretation of any parts of the Contract Documents that cannot be resolved shall be interpreted in accordance with the following order of precedence (the first listed being the highest precedence):

1. Applicable Laws and Regulations.

2. Permits.

3. Executed Change Orders (more recent controlling).

4. Attachment 3(a): Executed Contract Agreement and Attachment 4: Performance and Payment

Bonds

5. Bid Addendums

6. Attachment 2(a): Bid Schedule of Work and Prices

7. Attachment 3(c): Special Provisions for Airport Construction.

8. Attachment 5(a): Construction Safety and Phasing Plan. (When applicable.)

9. Attachment 3(f): Technical Specifications.

10. Attachment 3(e): FAA General Provisions.

11. Attachment 3(b): OIAA General Conditions.

12. Attachment 3(d): Required Federal Provisions.

13. Attachment 3(g) Project Plans/Drawings (detailed plans having greater precedence).

14. Notice Inviting Bids

15. Instructions to Bidders

16. Attachment 2: All other items in Attachment 2 not previously referenced on this list.

17. Attachment 1: All items.

18. Attachment 5: All other items in Attachment 5 not previously referenced on this list.

19. Standard Specifications for Public Works Construction and the State of California Department of

Transportation Standard Plans and Specifications.

B. Publication Dates: Date of Reference Standard in effect as of date of Notice Inviting Bids, except when specific date is specified or when Reference Standard is part of applicable code which includes edition date.

C. Where compliance with two (2) or more Reference Standards are specified and Reference Standards establish different or conflicting requirements for minimum quantities or quality levels, the more restrictive/most stringent interpretation shall govern. Refer uncertainties and requirements that are different but apparently equal to OIAA for decision before proceeding.

D. In case of a conflict within a part of a Contract Document, the provision with the more restrictive/most stringent interpretation shall govern.

GC- 3. CONTRACTING DEFINITIONS

ACCEPTANCE – The action by OIAA that confirms that OIAA has inspected the Work and has found it or documentation thereof to be in compliance with Contract Documents.

OIAA ACTUAL COST - A verifiable amount paid for labor, materials, equipment, and supplies in the performance of the Work.

AIR OPERATIONS AREA (AOA) - Any area of the airport used or intended to be used for the landing, take off or surface maneuvering of aircraft and support equipment and all of the area within the airport security

3(b): OIAA General Conditions Page 2 of 54 fence.

ALLOWANCE - An amount established by OIAA for a scope of work which has been identified, but which has not yet been fully defined, and may be used in whole, in part, or not at all.

BENEFICIAL OCCUPANCY - When OIAA takes possession and operates the facility (or portions of facility) prior to Final Acceptance of the Work.

BID PACKAGE – A set of documents and defined scope of construction work assembled to solicit bids from the construction subcontracting community.

CERTIFICATE OF SUBSTANTIAL COMPLETION – OIAA’s formal letter to the Contractor that accepts the Work or portion of the Work as substantially complete.

CHIEF EXECUTIVE OFFICER - The Executive Officer of the OIAA or designee.

CITY - The City of Ontario or the City of Ontario acting through the OIAA.

COMMISSION – the Commission of the Ontario International Airport Authority (OIAA).

COMMISSIONING PLAN - The Commissioning Plan (CxP) is developed by the Contractor with the assistance of the Commissioning Team per the requirements of the Contract Documents and the Scope of Work. The CxP provides structure, checklists, testing forms, schedules for all systems and equipment being installed.

CONSTRUCTION DOCUMENTS - The term “Construction Documents” means the plans and specifications for the Project.

CONTRACT AWARD - Award of the Contract by the OIAA.

CONTRACT COMPLETION DATE - The date OIAA accepts the entire Work as being complete and in compliance with the Contract Documents and authorizes the final payment in accordance with the requirements set forth in these Contract Documents.

CONTRACT DOCUMENTS - The executed Contract Agreement, the General Conditions, Special Conditions, Administrative Requirements, Schedule of Work and Prices, Project Requirements, Technical Specifications, Plans/Drawings and Reference Documents.

CONTRACT TIME - The term set forth in the Contract within which Contractor must achieve Full Close Out of the Work, as adjusted by Change Orders. The length of time the Contractor is allowed to complete the Work within the Contract milestones or Contract schedule, as specified by the Contract Documents.

CONTRACTOR - The Individual, Partnership, Corporation, Joint Venture or other legal entity having a Contract with OIAA to perform the Work.

CONTRACTOR CHANGE REQUEST (CCR) - A change request generated by the Contractor and transmitted to OIAA with supporting documentation to provide OIAA with the Cost and Schedule information and justification for a Change to the Contract.

OIAA CONTRACT TERM - The length of time the Contractor is allowed to complete the work within the Contract milestones or Contract schedule, as specified by the Contract Documents.

CONTROL SYSTEMS - A component of environmental, HVAC, security, baggage, life safety, lighting, etc., for reporting/monitoring and issuing of commands to/from field devices.

COST OF WORK - Cost necessarily and reasonably incurred by the Contractor in the proper performance of the Work only to the extent they are directly related to the Contract.

CRITICAL PATH - The critical path is a series of activities that determines a Project's completion time. The duration of the activities on the critical path controls the duration of the entire Project; a delay to any of

3(b): OIAA General Conditions Page 3 of 54 these activities will delay the finish date of the entire Project. Critical activities are defined by either the total float or the longest path in the Project network.

CRITICAL PATH METHOD (CPM) - A network-based planning technique using activity durations and relationships between activities to mathematically calculate a schedule for the entire Contract.

CURRENT SCHEDULE - The most recently OIAA accepted Project schedule, (i.e. Interim Project schedule, Baseline schedule, Monthly Schedule Update, Revised Baseline schedule or Recovery schedule).

DAY - Whether capitalized or not, unless otherwise specifically provided, means calendar day, including weekends and legal holidays. In the case of the plural ‘days’, those days will be consecutive.

EARLY COMPLETION TIME - The difference in time between an early scheduled completion date and the Contract completion date.

ENGINEER: Representative/designee of the OIAA.

EQUAL/ OR EQUAL - The product, equipment, or material which is proposed by the Contractor for use in the work at no additional cost which in the sole judgment of OIAA is equal to or better than the product or material specified in the Contract Documents as to function, performance, reliability, quality, and general configuration.

EXTRA WORK – An item of work that must be performed by the Contractor which is within the general scope of the Contract Document Work but for which no basis of payment is provided by the Contract Documents.

FILE TRANSFER PROTOCOL (FTP) - Communications protocol that enables transfer of files to and from another computer over a network and that serves as the basis for standard Internet protocols. An FTP site is a portion of a network located outside of network firewalls within which internal and external users are able to access files.

FLOAT - The difference between the earliest and latest allowable start or finish times for an activity.

FRAGNET - A “fragmentary network” that consists of an activity or collection of activities that represent work added to the Contract, unforeseen conditions or other changes. A fragment representing these elements of work may be inserted into the Project Schedule to estimate a delay, if any, in a Time Impact Analysis.

FREE FLOAT - The amount of time that a scheduled activity can be delayed without delaying the early start date of any immediately following scheduled activity.

INSPECTION - The OIAA Quality Assurance Manager or designee.

OIAA – Ontario International Airport Authority.

LETTER OF FINAL ACCEPTANCE - Letter generated and signed by OIAA informing the contractor that 1) the final inspection has been made and the work accepted as complete 2) the Notice of Completion and Acceptance of Public works Project is being recorded, and 3) Retention monies will be released 35 days from the date of the letter if there are no outstanding claims.

LIQUIDATED DAMAGES - The fixed amount in this Contract which Contractor shall pay as compensation to OIAA for losses when Contractor does not meet a prescribed Contract schedule milestone.

LONGEST PATH - A series of logically linked, and continuous activities that start at the data date and continue to the project completion milestone. The longest path is “the longest continuous path” from start to finish.

MAXIMUM CONTRACT AMOUNT - The maximum amount that OIAA is obligated to pay to the contractor under the terms of the contract.

3(b): OIAA General Conditions Page 4 of 54

MILESTONE - An event Activity that has zero duration and is typically used to represent the beginning or end of a certain stage of the project. A Milestone has a zero (0) day duration but will otherwise function in the network as if it is an Activity.

MUNICIPAL CODE - The Municipal Code of the City of Ontario, which includes the Building Code, the Electrical Code, the Mechanical Code, the Plumbing Code, and all other ordinances of the City, that are in effect at the time of Bid.

NOTICE OF COMPLETION AND ACCEPTANCE OF PUBLIC WORKS PROJECT - Upon Final Acceptance of the Work, a Notice of Completion and Acceptance of Public Works Project is signed by OIAA and is recorded with the County Recorder’s office.

NOTICE TO PROCEED - The written notice by OIAA to the Contractor notifying it to begin work on the Contract or any component thereof.

OVERHEAD (FIELD) – Field overhead or General Conditions/Project Requirements costs represent the indirect costs directly related to the construction of the project. Field overhead covers all costs associated with the management of the project and compliance with the Project’s General Conditions or Project Requirements.

OVERHEAD (HOME OFFICE and OFFSITE) – Home Office Overhead (HOH) and other offsite office overhead represents the indirect costs or fixed expenses of operating a business. That is, the costs not directly related to the construction of the project, the manufacture of a product, or providing a service.

PARTIAL ACCEPTANCE - Any portion of the work which has been completed in accordance with the contract Documents and has been accepted in writing by OIAA for its intended use and purpose.

PERIOD OF PERFORMANCE - The length of time the Contractor is allowed to complete the Work within the Contract milestones or Contract schedule, as specified by the Contract Documents.

PROJECT - Work to be performed by the Contractor as required by the Contract Documents.

PROJECT SITE - The physical location where the Project is to be constructed, including all areas designated for staging, storage, parking and temporary offices as indicated in the Contract Documents.

QUALITY ASSURANCE (QA) - Those standards and procedures exercised by OIAA to ensure that the Contractor constructs the Work in accordance with the Contract Documents.

QUALITY CONTROL(QC) - Those standards, systems, processes, procedures and activities exercised by the Contractor, subcontractors and suppliers to ensure that the Work is constructed in accordance with the Contract Documents.

RECORD DRAWING - As- Built Construction Drawings maintained by the Contractor.

REFERENCE STANDARDS - Published specifications, standards, tests and recommended methods of the trade industry or governmental organizations apply to the Work.

SPECIFICATION - The General Conditions, Special Conditions, Project Requirements, and the Technical Specifications.

SUBCONTRACTOR – Any individual, firm, partnership, joint venture, or corporation supplying labor, materials, services, supplies, or equipment subcontracted to the Contractor and used directly in the Work in accordance with Contract Documents.

SUBSTITUTION - Any product, equipment or material proposed by the Contractor for use in the Work, which is materially different than that specified in the Contract Documents, which in the sole judgment of OIAA benefits OIAA in comparison to the product or material specified in the Contract Documents based upon function, performance, reliability, quality, life-cycle cost, and general configuration.

3(b): OIAA General Conditions Page 5 of 54

SURVEYOR - A surveyor with a current California land surveyor license or registered Civil Engineer authorized to practice land surveying in California.

TIME IMPACT ANALYSIS (TIA) - A schedule and narrative report developed specifically to demonstrate what effect a proposed change or delay has on the Current schedule completion date.

TOTAL FLOAT - The amount of time that an activity or chain of activities can be delayed before extending the scheduled completion date.

WORK - The Scope of Work outlined by this Contract which includes all labor, materials, equipment, services, subcontracts, permits, licenses and taxes and all other things necessary for the Contractor to perform its obligations and complete the Project in compliance with the Contract Documents.

MORATORIUM – The times when OIAA establishes restrictions on construction activities

GC- 4. ABBREVIATIONS AND ACRONYMS

ACAMS Access Control and Alarm Monitoring System ADA Americans with Disabilities Act ADAAG Americans with Disabilities Act Accessibility Guidelines AIMS Airport Information Management Systems AL Allowance ALP Airport Layout Plan ANDS Airline Name Display System AOA Air Operations Area APL Aircraft Parking Limit Line AQMD Air Quality Management District ARCC Airport Response Coordination Center ARFF Aircraft Rescue and Firefighting (Facility) ATCT Air Traffic Control Tower BMP Best Management Practices BL (City of Ontario) City of Ontario Business License CAD Computer Assisted Design CAPPS Computer Aided Passenger Prescreening System CAPS Computer Aided Profiling System CARB California Air Resource Board CBC California Building Code CCR Contractor Change Request CI Computer Interface OIAACOW Cost of Work CPCN Contractor Potential Change Notice CQC Contractor Quality Control CSI Construction Specification Institute CUTE Common Use Terminal Equipment DEA Drug Enforcement Agency DHS Department of Homeland Security OIAAEDS Explosive Detection System EIR Environmental Impact Report ESA Environmentally Sensitive Area EVIDS Electronic Video Information Display System FAA Federal Aviation Administration FCC Federal Communication Commission

3(b): OIAA General Conditions Page 6 of 54

FEMA Federal Emergency Management Agency FIS Federal Inspection Services FMS Facilities Management System FOD Foreign Object Debris GC General Contractor GCASP General Construction Activity Storm-water Permit GIDS Gate Information Display System GMD Gate Management System GSE Ground Service Equipment OIAAIT Information Technology ONT Ontario International Airport OIAAMPOE Main Point of Entry NOI Notice of Intent NPDES National Pollutant Discharge Elimination Permit NWS National Weather Service NTP Notice to Proceed OPS Operations Division OSA Office of the State Architect PWL Percent Within Limits QA Quality Assurance QC Quality Control RF Radio Frequency RFI Request for Information ROM Rough Order of Magnitude SCAQMD South Coast Air Quality Management District SCE Southern California Edison SCG Southern California Gas Company SIDA Security Identification Display Area SSCP Security Screening Checkpoint SWMP Storm Water Management Plan SWPPP Storm Water Pollution Prevention Plan SWRCB State Water Resources Control Board TCP Traffic Control Plan TSA Transportation Security Administration USA Underground Service Alert USCBP United States Customs and Border Protection USDA United States Department of Agriculture USDOT United States Department of Transportation USFWS United States Fish and Wildlife Service USPHS United States Public Health Inspection Service WATCH Work Area Traffic Control Handbook WWECP Wet Weather Erosion Control Plan

GC- 5. INVALIDATION OF A CONDITION

A. In the event any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition, or provision herein contained, which shall be granted full force and effect and interpreted to implement the lawful intent of the Contract Documents.

3(b): OIAA General Conditions Page 7 of 54

B. It is the intention of the parties hereto that if any provision of this Contract is capable of two constructions, one of which would render the provision void, and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid.

GC- 6. NO ALTERATION OF CONTRACT TERMS

Contractor has no authority to alter, modify, amend, or change the terms of this Contract or any agreement entered into with OIAA or any agreement for any work to be performed on or relating to this Project, except by an executed Change Order executed in compliance with the Contract and subject to the limits on Change Orders expressed in the Contract.

GC-7. CONTRACT BONDS

A. The Contractor shall file surety bonds with OIAA to be approved by the OIAA in the amount and for the purposes noted below. Bonds issued by a surety who is listed in the latest version of U.S. Department of Treasury Circular 570, who is authorized to issue bonds in California, and whose bonding limitation shown in said circular is sufficient to provide bonds in the amount required by the Contract. Bonds from all other sureties shall be accompanied by all of the documents enumerated in Code of Civil Procedure 995.660(a). The Contractor shall pay all bond premiums, costs, and incidentals.

B. Each bond shall incorporate, by reference, the Contract and be signed by both the Contractor and surety and the signature of the authorized agent of the surety shall be notarized.

C. The Contractor shall provide Payment and Performance bonds on forms provided by OIAA. The “Payment Bond” (Material and Labor bond) shall be for 100 percent (100%) of the Contract price, as amended from time to time, to satisfy claims of material suppliers and mechanics and laborers employed by it on the Work. The bond shall comply with §§8000 and 9000, of the California Civil Code.

D. The Performance Bond shall be for one hundred percent (100%) of the Contract price as amended from time to time. The Contractor shall submit all bonds within fifteen (15) days of the award of Contract.

E. Should any bond become insufficient, the Contractor shall renew the bond within ten (10) days after receiving notice from OIAA.

F. Should any surety at any time be unsatisfactory to the City, notice will be given the Contractor to that effect. No further payment shall be deemed due or will be made under the Contract until a new surety shall qualify and be accepted by the City.

G. Changes in the Work or extensions of time made pursuant to the Contract shall in no way release the Contractor or surety from its obligations. Notice of such changes or extensions shall be waived by the surety.

H. The Contractor shall record the Executed Payment Bond and Executed Performance Bond at the San Bernardino Hall of Records at 222 W. Hospitality Lane, San Bernardino, CA 92415. Include with the recorded bonds the San Bernardino County Document Cover Sheet. A fillable PDF of the cover sheet can be found online at https://sbcountyarc.org/wp-content/uploads/arcforms/cover_sheet.pdf. Identify the Title of the Document as “Performance and Payment Bond.” Contractor shall provide the original recorded documents, including the Cover Sheet, to the Airport. Any associated filing / recording fees shall be borne by the Contractor.

GC- 8. INDEPENDENT CONTRACTOR

It is the express intention of the parties that the Contractor is an independent contractor and not an employee, agent, joint venturer or partner of the City. Nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Contractor and the OIAA, or between the Contractor and any official, agent, or employee of the OIAA.

https://sbcountyarc.org/wp-content/uploads/arcforms/cover_sheet.pdf

3(b): OIAA General Conditions Page 8 of 54

GC- 9. SUBCONTRACTS

A. For any subcontracted Scope of Work for which a subcontractor is not identified herein, the Contractor shall provide OIAA with a list of the name and location of business of each subcontractor that will perform work or labor or render services to the Contractor for the construction of the Project.

B. The Contractor shall be fully responsible to OIAA for the acts, errors and omissions of the subcontractors and all persons directly or indirectly employed by them. Contractor shall pay each subcontractor promptly the amount allowed the Contractor based on the subcontractor's acceptable work to the extent of such subcontractor's interest therein.

C. The Contractor shall comply with the Chapter 4 of Public Contract Code including Sections 4100 through 4113. A copy of the Public Contract Code may be found at https://leginfo.legislature.ca.gov.

D. Pursuant to Section 4107, no Contractor whose bid is accepted shall substitute any person as a subcontractor in place of a subcontractor listed in the bid except for the causes and by the procedures established in 4107.5. In all cases, the Contractor must make a request in writing, to OIAA for the substitution of listed subcontractors. Each written request shall include reasons for the substitution.

OIAA shall serve a written notice to the listed subcontractor by certified or registered mail to the last known address of the subcontractor giving reasons for the proposed substitution. The listed subcontractor shall have five (5) working days from the date of such notice within which to file with OIAA, written objections to the substitution.

1. Failure to file a written objection pursuant to this Section within the times specified herein shall constitute a waiver of objection to the substitution by the listed subcontractor and, where the grounds for substitution is an inadvertent clerical error, an agreement by the listed subcontractor that an inadvertent clerical error was made.

2. If a written objection is filed, OIAA shall give five (5) days’ notice to the Contractor and to the listed subcontractor of a hearing by OIAA on the Contractor’s request for substitution. The determination by OIAA shall be final.

E. Unless otherwise provided in the Contract Documents or when direct communications have been specifically authorized, communications between any subcontractor and OIAA shall be through the Contractor.

F. By appropriate written agreement, the Contractor shall require each subcontractor, to the extent of the Work to be performed by each subcontractor, to be bound to the Contractor by the terms of the Contract and to assume toward the Contractor all obligations and responsibilities which the Contractor, by the Contract, assumes toward OIAA. The Contractor shall require each subcontractor to enter into similar contracts with all Sub-subcontractors.

G. The Contractor shall make available to each proposed subcontractor, prior to the execution of the subcontract agreement, copies of the Contract, or portion thereof, to which the subcontractor will be bound and, upon written request of the subcontractor, identify to the subcontractor the terms and conditions of the proposed subcontract agreements which may be at variance with the Contract.

Subcontractors shall similarly make copies of applicable portions of such documents available to their proposed sub-subcontractors.

H. Permission to use subcontractors for any portion of the work not required to be listed as indicated above shall be requested in writing to OIAA. Such requests shall give a description of the Work to be subcontracted and the name, business, address, telephone number, and Contractor license number of the proposed subcontractor. Written consent of OIAA shall be received before the subcontracted work is started.

I. When a portion of the Work which has been subcontracted by the Contractor to an unlisted subcontractor is not being executed in a satisfactory manner, the subcontractor shall be removed immediately upon the written request of OIAA and shall not again be employed on the Work.

https://leginfo.legislature.ca.gov/

3(b): OIAA General Conditions Page 9 of 54

GC-10. CONTRACTOR'S REPRESENTATIONS

A. Contractor has carefully and adequately reviewed the Contract Documents. Contractor acknowledges that these Contract Documents establish the scope, level of quality, construction intent and the procedures for the construction of the Work to a state of 100% complete.

B. Contractor has carefully examined the Project Site and the adjacent areas, has adequately investigated the nature and location of the Work to be performed and has satisfied itself as to the general and local conditions which will be applicable, including but not limited to: (1) conditions related to Project Site access and to the transportation, disposal, handling and storage of materials; (2) the availability of labor, water, power and roads; (3) observable physical conditions at the Project Site and existing Project Site conditions including size, utility capacities and connection options of external utilities; (4) the surface conditions of the ground; and (5) the character and availability of the equipment and facilities which will be needed prior to and during the performance of the construction work.

C. Contractor has the experience and capability to efficiently and expeditiously accomplish the Work required under this Contract in a timely and satisfactory manner, and Contractor further represents and warrants it will continuously furnish the necessary personnel to complete the Project on a timely basis as required in this Contract.

GC-11. THE CONTRACTOR’S REPRESENTATIVE

A. Before starting work, the Contractor, even if a joint venture, shall designate in writing one (1) representative who shall have complete authority to act for it and who shall have experience in the executive management of at least one complete project of similar scope, value and complexity, and using a substantially similar project delivery model. An alternative representative may be designated as well. The representative or alternate shall be present at the Project Site whenever work is in progress or whenever it is necessary to take measures to protect the Work, persons, or property. Any order of communication given to this representative shall be deemed delivered to the Contractor. In the absence of the Contractor's representative, instructions or directions shall be given by OIAA to the Contractor's superintendent or person in charge of the specific work to which the order applies. Such order shall be complied with promptly and referred to the Contractor or its representative.

B. Not used.

C. Not used.

D. In order to communicate with OIAA, the Contractor’s representative, superintendent, or person in charge of specific work shall be able to speak, read, and write fluently in the English language.

E. OIAA reserves the right to:

1. Disapprove any candidate named as the Contractor's representative or alternate who fails to meet the provisions set forth herein.

2. Remove, without any right to work on the Project, either the Contractor's representative or alternate, who in the sole opinion of OIAA has demonstrated incompetence, lack of ability, or other unsuitability to perform supervision of the Work; and that individual shall not, without permission of OIAA, be re-employed on the Project.

F. If the Contractor's representative or alternate leaves the employ of the Contractor, the Contractor will be required to replace the individual(s) within fifteen (15) days and to fulfill the requirements of this Subsection. In the interim, an “Acting Representative” must be named by the Contractor.

G. Failure to have the Contractor's representative or alternate representative present at the Project Site at all times while work under the Contract is in progress shall at OIAA’s sole discretion constitute suspension of the Work by the Contractor, until such time as said individual(s) is(are) again present at the Project Site.

H. No payment or any extension of time will be allowed for any work performed in the absence of Contractor’s representative or alternate.

3(b): OIAA General Conditions Page 10 of 54

GC- 12. AUTHORITY OF THE OIAA AND ITS COMMISSION

A. Within the scope of the Contract, OIAA has the authority to enforce compliance with the Contract

Documents. The decision of OIAA is final on all questions relating to quantities; the approval of accredited testing labs; the acceptability of materials, quality of work and equipment; execution, progress, or sequence of work; and interpretation of the Plans, Specifications, or other drawings.

B. The Contractor should be aware and plan accordingly, that change orders over a certain value (generally $100,000) require OIAA Commission approval which will result in an increase in the approval time for changes over this value.

C. OIAA’s liability under this Contract, if any, shall only be to the extent of and shall never exceed the then present appropriation of funds to this Contract.

D. Notwithstanding any other provision of this Contract, including any exhibits or attachments incorporated herein, and in order for OIAA to comply with its governing legal requirements, OIAA shall have no obligation to make any payments to the Contractor unless the Authority shall have first made an appropriation of funds equal to, or in excess of, OIAA’s obligation to make any payments as provided in this Contract. OIAA shall have no obligation to pay for any services provided by the Contractor, purchases made by the Contractor, or expenses incurred by the Contractor, in excess of said appropriation(s), notwithstanding any authorization by Chief Executive Officer or OIAA representatives.

The Contractor shall have no obligation to provide services, nor to incur any expenses, in excess of the appropriated amount(s) until the Authority appropriates additional funds for this Contract.

GC-13. OWNER-FURNISHED DOCUMENTS AND SPECIFICATIONS

OIAA will furnish one electronic and one reproducible copy of the conformed Project Plans, Drawings and Specifications. The Contractor shall, upon receipt thereof, check all documents furnished and shall promptly notify OIAA of any missing documents or additional information or drawings are required.

GC-14. OWNERSHIP AND USE OF CONTRACT WORK PRODUCTS

A. All work documents/products are the property of OIAA and except as otherwise provided in the Contract shall not be used by the Contractor for any purpose other than the Work to be performed under the Contract. Upon completion of the Work, all work products such as but not limited to schedules, budgets, work plans, shop drawings, record drawings, and as-built drawings, including all material in electronic format, shall become the property, including any and all copyrights thereto, of OIAA, such copyrights conveyed to OIAA upon creation and continuing throughout performance of the Work and revision to such works and documents and materials. The Contractor will be permitted to maintain a copy of the Contract Drawings, Technical Specifications and shop drawings as necessary to maintain a Contract record file.

B. One set of Contract Drawings and Technical Specifications must be maintained in good condition at the Project Site as record drawings for the purpose of recording "as-built" conditions in order to develop a record of the construction of the Work. On this set, the Contractor shall record daily all changes and deviations in a neat and legible manner. Any deviation between Contract Drawings and Technical Specifications and the Work actually done, no matter how insignificant, must be recorded. Of special concern is that all underground utility structures encountered in performing the Work be correctly located on such Drawings by means of physical ties or dimensions to permanent monuments or structures. When the Work is complete, the Contractor shall deliver this single set of Contract Drawings and Technical Specifications to OIAA. These Drawings must be submitted to and approved by OIAA before final payment will be made.

GC-15. WORK FORCE

A. Only competent workers shall be employed on the Work. Any person employed who is found to be incompetent, intemperate, troublesome, disorderly, or otherwise objectionable, or who fails or refuses

3(b): OIAA General Conditions Page 11 of 54 to perform work properly and acceptably, shall be immediately removed from the Work by the Contractor and will not be reemployed on the Work.

B. The Contractor's employees shall be restricted to immediate work areas at the Project Site and shall not go beyond work limits or access routes, except as otherwise approved in writing by OIAA.

GC-16. COORDINATION

A. Collateral Work

1. OIAA, Utility Companies, Federal Agencies, concessionaires, TSA, or any of OIAA’s tenants may, with OIAA’s consent, perform construction or operations related to the Project with its own forces, or award separate concurrent prime contracts in connection with other portions of the Project or other construction or operations, on the Project Site or areas contiguous to the Project Site, or have other works performed by utility owners or service providers.

2. OIAA will provide own forces for coordination of the activities and schedule of the “Other Contractor’s” with the Work of the Contractor, who shall cooperate with “Other Contractors”, provide concurrent coordinated Project Site access, and coordinate right-of-way paths for the Work.

3. Contractor shall coordinate its work with the work of “Other Contractors”, whether concurrent or not and shall consider their schedules and access milestones and interface milestones in formulation of its own construction schedules. Prior to each weekly progress meeting, the Contractor shall convene coordination meetings with “Other Contractors”, OIAA (if OIAA is performing work with its own forces at the Project Site), OIAA's consultants (only if requested by OIAA), and utility owners (where utility owners are performing works at the Project Site), for the purpose of work coordination, schedule coordination, analysis and review of their respective construction schedules and avoidance of worker congestion, disruption, delay, interferences and inefficiencies. The Contractor and the “Other Contractors” shall make revisions to their respective construction schedules deemed necessary after a joint review and mutual agreement with OIAA. OIAA shall have the right to participate in these coordination meetings. Construction schedules reviewed and coordinated at these coordination meetings and presented at the weekly Project progress meetings shall then constitute the as-revised schedules to be used by the Contractor, “Other Contractors”, and OIAA until subsequently revised and approved, unless OIAA in its discretion directs otherwise.

4. The Contractor shall afford OIAA and “Other Contractors” reasonable and safe access to and across the Project Site and reasonable opportunity for the introduction and storage of their materials and equipment and the execution of their work within or adjacent to the Project Site, and shall connect and coordinate the Contractor's work with their work as required by the Contract Documents. OIAA may also require that certain facilities and areas be used concurrently by the Contractor and “Other Contractors”.

5. If any part of the Contractor's work depends on the proper execution or results upon the work of OIAA or of any “Other Contractor”, or affects, or is affected by, the work of any Other Contractor, the Contractor shall monitor and keep itself informed of the progress and details of such work of such “Other Contractor” or OIAA by attendance at coordination meetings no less than weekly, exchanging schedules and look-aheads, conducting phasing reviews as necessary, observation of the Project Site, and communication with “Other Contractors”. The Contractor shall promptly report in writing to OIAA any apparent discrepancies or defects in such other work that will or may render it unavailable or unsuitable for the Contractor to properly perform the Work. Failure by the Contractor to promptly report such discrepancies or defects shall constitute acceptance of the other work as fit, proper and ready for integration with the Contractor's work, except for latent defects.

B. Coordination

1. The Contractor shall designate a contact person for coordination with OIAA, utility companies, “Other Contractors”, Federal Agencies, concessionaires, TSA, or any of OIAA’s tenants. The contact person shall have the authority to make decisions for the Contractor firm and shall have

3(b): OIAA General Conditions Page 12 of 54 binding signatory power for changes in work. The contact person and or his/ her designee shall be on the Project Site at all times during work activity.

2. The Contractor shall coordinate, sequence, and organize its work so as to minimize the inconvenience and disruption to the general public to the greatest extent reasonable. Such coordination and mitigation shall include dissemination of information and meeting with or notification to the parties who will be affected by the Work, as appropriate, and shall be undertaken in cooperation with OIAA, and in accordance with any specific Contract Document provisions or direction from OIAA.

3. Prior to commencement of the Work the Contractor shall hold pre-installation coordination meetings and prepare coordination drawings that document the pre-planning of the Work. This process shall ensure the installation of the Work is undertaken in an efficient and professional manner in accordance with the Contract Documents. The Contractor’s coordination shall include, but not be limited to, the following:

a. Coordinate use of Project space and sequence of installation of equipment or other work that is indicated on the Contract Documents. Utilize space efficiently to eliminate conflicts in the installation of the Work and to maximize accessibility for maintenance and repairs.

b. When necessary, prepare memoranda for distribution to each party involved in the Work outlining special procedures required for coordination and construction. Include such items as required notices, reports, construction restraints and attendance at meetings.

c. Coordinate schedule and timing of required administrative procedures with other construction activities to avoid conflicts and ensure orderly progress of the Work.

4. The Contractor shall obtain the approval of OIAA and notify all other affected persons or “Other Contractors” at least forty-eight (48) hours before starting work which may block access or otherwise cause undue difficulty to occupants or users of property affected and shall restore such access to a usable condition or, with OIAA's permission, provide replacement access as soon as possible. Contractor shall notify the OIAA during the weekly meeting of any anticipated closures or difficulties.

5. The Contractor shall provide safe access to and through the Project Site to accommodate OIAA approved tours. When OIAA plans to conduct or authorize a site tour of the Project, OIAA will attempt to give the Contractor forty-eight (48) hours advance notice and, if time is available, attempt to make necessary arrangements with the Contractor to facilitate the tour and mitigate disruptions to the Contractor's operations. Contractor shall notify the OIAA during the weekly meeting of any anticipated closures or difficulties.

6. The Contractor shall obtain necessary information and identify equipment locations and other layouts, as available, to avoid interface conflicts and shall be familiar with applicable codes and requirements and perform its work in compliance therewith.

7. OIAA reserves the right to permit access to the Project Site for the performance of work by “Other Contractors” and persons at such times that OIAA deems proper. The exercise of such reserved right shall in no way or to any extent relieve the Contractor from liability for loss and damage to the Work due to or resulting from its operations or from responsibility for complete execution of the Contract. The Contractor shall cooperate with “Other Contractors” and persons in all matters requiring common effort.

8. Coordinate execution of the Work with those public utilities, governmental bodies, private utilities and “Other Contractors” performing work on and adjacent to the worksites. Eliminate or minimize delays in the Work and conflicts with those utilities, bodies and Contractors.

9. In case of irreconcilable conflict, OIAA will provide direction that provides the best benefit to the Project.

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C. Communication

1. An orderly system for communication between OIAA and the Contractor is essential to the satisfactory completion of the Work. Communications between the Contractor and OIAA shall be in accordance with the provisions of the Contract Documents.

2. OIAA Communications with the Contractor - OIAA will transmit, directly or through others, written instructions, responses or other communications to the Contractor's Project Manager or other persons identified in writing by the Contractor to receive such communications. The Contractor shall designate (by name) one or more staff members to receive oral and written field communications when the Project Manager is away from the Project Site and to act as the Project Manager's designated representative. During the times that the Project Manager may be temporarily absent, a staff member shall be authorized to act immediately on orders or instructions issued by OIAA. If OIAA finds it necessary to communicate with the Contractor Personnel authorized to receive such communications and none are available to receive such communications, OIAA may suspend all of the Contractor's operations at the Project Site until such communications can be accomplished.

3. The Contractor shall submit to OIAA all documents required by the Contract Documents and as requested to provide reports containing information on scope, schedule, budget, progress, quality, safety, issues and risks to the Project.

4. Formal communications from the Contractor to OIAA that are necessary for the performance of the Contract, including documents described in the Contract Documents, and any other written communications, will be addressed to OIAA, unless otherwise specified in the Contract Documents.

All written communications or submittals shall be signed by the Contractor's Project Manager or designee in serialized format, and Contractor shall maintain logs available to OIAA for review and reconciliation upon request. Additional requirements regarding submittals are set forth in the Contract Documents.

5. OIAA expects and the Contractor agrees that the Project Manager is in full charge of all Contractor activity on the Project unless the Contractor has designated in writing other persons authorized to send and receive formal communications, and the specific authority of such designated persons.

D. Meetings

1. The Contractor shall inform OIAA at least forty-eight (48) hours in advance of any Project-related meeting(s) where Contractor intends to have a lawyer present.

2. The Contractor shall make arrangements for meetings and prepare agendas with copies for participants.

3. Meetings, as required, will be held for scheduling and coordination of the Work within the requirements of the Contract Documents. In the event conflicts arise, OIAA will make the final decision resolving the conflict in a way to minimize project impact.

4. The Contractor will be advised of and shall attend Contract meetings as deemed necessary by

OIAA.

GC-17. BUSINESS ETHICS

A. Contractor or their representatives shall not make, or cause to be made, any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, substantially discounted work, or any other considerations to (1) OIAA representatives, employees, or their relatives, or (2) representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this Project.

B. Contractor employees (or their relatives), agents, or subcontractors shall not receive any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, or substantially discounted work or any other considerations from any other Contractors working on this Project or from any OIAA employee, agent, representative.

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C. Contractor agrees to notify a designated OIAA representative within forty-eight (48) hours of any instance where the Contractor becomes aware of a failure to comply with the provisions of this clause.

GC-18. MATERIALS AND WORKMANSHIP

A. If Contractor fails to replace any defective or damaged work or materials after reasonable notice, OIAA retains the right to perform this work by an outside contractor. OIAA will back charge or deduct from the amount to be paid to the Contractor the actual expense for such work plus a fee of fifteen percent (15%) for OIAA’s administrative costs.

B. Where materials are specified by reference to standard specifications of the American Society for Testing Materials (ASTM), Federal Specifications, or others, all applicable provisions of the designated specifications shall be considered as forming a part of the Contract Documents to the same force and effect as if repeated therein.

C. All work under this Contract shall be performed in a skillful and workmanlike manner. OIAA may require Contractor, in writing, to remove from the Work any employee of Contractor that OIAA deems incompetent, careless, or otherwise objectionable.

GC-19. PUBLICITY AND ADVERTISING

A. Neither the Contractor nor its subcontractors or suppliers shall include any reference to the Contract or to work performed hereunder in any advertising or public relations materials without first obtaining the written approval of OIAA. All information so included shall be factual, and shall in no way imply that the OIAA endorses the Contractor or its services or product.

B. The OIAA shall have the right to photograph, videotape, film or in any other manner record the progress of the Work at any time and to use such materials for any purpose.

C. No sign will be permitted for advertising the name of the Contractor or any subcontractor. One neat sign with black lettering on a white background may be used to designate the Contractor's shipping and receiving area…