City of Chicago Office of the City Clerk 02019-1154 Document Tracking Sheet Meeting Date: 1/24/2019 Sponsor(s): Emanuel (Mayor) Mitts (37) Ordinance Type; Title: Committee(s) Assignment: Authorization for Design-Build Agreement with AECOM Constructors Chicago Joint Venture naming AECOM Services of Illinois, Inc., lead engineering firm, and HUNT Construction Group, Inc., lead contractor, for Joint Public Safety Training Campus (JPSTC) project located at 4301 W Chicago Ave Committee on Budget and Government Operations OFFICE OF THE MAYOR CITY OF CHICAGO RAHM EMANUEL MAYOR January 23, 2019 TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO Ladies and Gentlemen: At the request of the Commissioner of Fleet and Facility Management, I transmit herewith, together with Alderman Mitts, an ordinance authorizing the execution of a design/build contract with AECOM. Your favorable consideration of this ordinance will be appreciated. Very truly yours. Mayor ORDINANCE WHEREAS, I he Chicago Department of Fleet and Facility Management ("2FM", the "Department") wishes to retain an entity for the purposes of designing and building a Joint Public Safety Training Campus ("JPSTC"), and other improvements, to be located at 4301 West Chicago Avenue; and WHEREAS, The JPSTC is intended to provide combined indoor and outdoor training spaces that both improve upon the current Chicago Police Department ("CPD") and Chicago Fire Department ("CFD") training capabilities as well as offer modern facilities with joint-training opportunities; and WHEREAS, The design-build project is further anticipated to catalyze investment in the West Garfield Park community by leveraging the City of Chicago's ("City") strategy of public infrastructure modernization as a means to provide economic stimulus; and WHEREAS, The project, accordingly, will also include, in addition to the design-build of the JPSTC, site preparation for two future structures intended for commercial development; and WFIEREAS, The Chicago Infrastructure Trust ("CIT"), on behalf of the City, led the procurement for the design-build of JPSTC in coordination with the City and the Department; and WFIEREAS, CIT, on behalf of the City, issued a Request for Qualifications ("RFQ") for the design-build of the JPSTC on October 11, 2017, and issued a Request for Proposals ("RFP") to short-listed, qualified entities on May 31, 2018; and WHEREAS, AECOM Constructors Chicago ("AECOM"), a joint venture, identilying AECOM Services of Illinois, Inc. as the Lead Engineering Firm, and Hunt Construction Group, Inc., as the Lead Contractor, was evaluated as qualified pursuant to the RFQ, and submitted a proposal in response to the RFP; and WHEREAS, An evaluation committee, which included members from CPD, CFD, 2FM, the Department of Water Management, and the Department of Transportation, and CIT, with expertise in design and construction, reviewed the credentials, expertise, and capacity of the teams that submitted RFP responses and selected AECOM as the most highly rated respondent; and WHEREAS, AECOM has evaluated CPD and CFD program requirements and has made recommendations to the City regarding the.allocation of training functions among various City facilities and resources, including the JPSTC, in order to optimize fulfillment of program goals, and such recommendations arc summarized in a master program plan prepared by AECOM for background and to inform the potential functions and features of the JPSTC; and WHEREAS, fhe City and AECOM have defined, in further detail, the potential program functions and features that may be included in the JPSTC; and WHEREAS, The Department and AECOM have agreed to the terms and the guaranteed maximum price for the design-build of the JPSTC and the site preparation, which are reflected in the design-build agreement, which is attached hereto as Exhibit A ("Design-Build Agreement"); and WHEREAS, the Design-Build Agreement separates the design-build project into two parts: a design phase, during which the functions and features of the JPSTC will be finalized upon mutual agreement of the Department and AECOM, taking into account site and market conditions, and, thereafter, preparation of the designs for the project, and a construction phase; and WHEREAS, The Design-Build Agreement authorizes the 2FM Commissioner to make payment for design services, the construction of the JPTSC, and site preparation for the two future commercial structures, all subject to appropriation of all required funds; and WHEREAS, The Department wishes for the City Council to authorize the Commissioner of 2FM to finalize and enter into such Design-Build Agreement. Now, Therefore, ll is Ordained by the City Council of the City as follows: 1. The recitals cire incorporated herein. 2. The Commissioner of 2FM is authorized to negotiate and enter into a DesignBuild Agreement with AECOM, in substantially the fonu attached hereto as Exhibit A, with such other terms and modifications thereto as determined by the 2FM Commissioner to be necessary and appropriate, subject to the availability of duly appropriated funds. The Commissioner is authorized to enter into such other ancillary documents as are necessary in connection with the Design-Build Agreement. I. 3. This ordinance is effective upon its passage and approval. Exhibit "A" referred to in this ordinance reads as follows: EXHIBIT "A" Contract (PO) No. DESIGN-BUILD AGREEMENT BETWEEN THE CITY OF CHICAGO DEPARTMENT OF FLEET & FACILITY MANAGEMENT AND AECOM CONSTRUCTORS CHICAGO JOINT VENTURE JOINT PUBLIC SAFETY TRAINING CAMPUS RAHM EMANUEL MAYOR City Funded David J. Reynolds Commissioner DESIGN-BUILD AGREEMENT BETWEEN CITY OF CHICAGO AND DESIGN-BUILDER TABLE OF ARTICLES ARTICLE 1. AGREEMENT ARTICLE 2. GENERAL PROVISIONS ARTICLE 3. DESIGN-BUILDER'S RESPONSIBILTIES ARTICLE 4. CITY'S RESPONSBILITIES ARTICLES. SUBCONTRACTS ARTICLE 6. TIME ARTICLE?. -[OMITTED] ARTICLE 8. COST OF THE WORK ARTICLE 9. CHANGES IN THE WORK ARTICLE 10. PAYMENT FOR SERVICES ARTICLE 11. INDEMNITY, INSURANCE, BONDS, AND WAIVER OF SUBROGATION ARTICLE 12. SUSPENSION AND TERMINATION OF THE AGREEMENT AND CITY'S RIGHT TO PERFORM DESIGN-BUILDER'S RESPONSIBILIIES ARTICLE 13. DISPUTE RESOLUTION ARTICLE 14. MISCELLANEOUS PROVISIONS ARTICLE IS. EXISTING CONTRACT DOCUMEN'I S EXHIBITS EXHIBIT 1 MASTER PROGRAM PLAN EXHIBIT lA DESIGN SERVICES EXHIBIT IB PRECONSTRUCTION PHASE SERVICES EXHIBIT 2 REQUEST FOR PROPOSALS [INCORPORATED BY REFERNCE] EXHIBIT 3 [INTENTIONALLY DELETED] EXHIBIT 4 PROJECT PROGRAM EXHIBIT 5 CONSTRUCTION PHASE TERMS AND CONDITIONS EXHIBIT 6 PROJECT SCHEDULE EXHIBIT 7 . GUARANTEED MAXIMUM PRICE EXHIBIT 8 CASH FLOW EXHIBIT 9 KEY PERSONNEL EXHIBIT 10 INSURANCE REQUIREMENTS AND CERTIFICATE EXHIBIT 11 BONDING REQUIREMENTS AND FORMS EXHIBIT 12 SPECIAL CONDITIONS REGARDING MBE/WBE COMMITMENT AND SCHEDULES EXHIBIT 13 ONLINE ECONOMIC DISCLOSURE AFFIDAVIT EXHIBIT 13 PREVAILING WAGE RATES EXHIBIT 14 DESIGN-BUILDER'S AFFIDAVIT REGARDING REMOVAL OF ALL WASTE MATERIALS AND IDENTIFICATION LEGAL DUMP SITES EXHIBIT 15 FORM FOR REPORTING CHICAGO RESIDENCY EXHIBIT 16 DESIGN SERVICES COMPENSATION EXHIBIT 17 CONSTRUCTION SERVICES COMPENSATION EXHIBIT 18 MINORITY AND FEMALE UTILIZATION COMMITMENTS EXHIBIT 19 CITY PROVIDED INFORMATION ARTICLE 1 AGREEMENT This Agreement ("Agreement") is entered into as of the day of , 2019 ("Effective Date") by and between AECOM Constructors Chicago, JV, an Illinois joint venture ("Design-Builder" or "Contractor"), and the City of Chicago, a municipal corporation and home rule unit of local government existing under the Constitution of the State of Illinois, acting through its Department of Fleet and Facility Management ("the City") (each a "Party" and collectively the "Parties), at Chicago, Illinois. BACKGROUND WHEREAS, on May 31, 2018, the Chicago Infrastructure Trust, on behalf of the City, issued a Request for Proposal ("RFP") for the design and construction of a Joint Public Safety Training Campus ("JPSTC"), and other improvements, to be located at 4301 West Chicago Avenue ("Project"); WHEREAS, the Project consists of the JPSTC facilities and improvements associated with the training of Chicago's police and fire department personnel, and the preparation of sites intended for future commercial developments ("Commercial Site Preparation"); WHEREAS, the Design-Builder has provided recommendations to City regarding a comprehensive program for first responder training, which includes fulfillment of various program functions among multiple locations in the City ("Master Program Plan"), attached hereto as an exhibit for background purposes, so as to maximize training facilities for first responders; WHEREAS, the Parties have further reviewed and confirmed a potential Project Program, attached as Exhibit 4,; WHEREAS, the Parties agree that the Project will be divided in 2 phases, a Design Phase and a Construction Phase; WHEREAS, upon satisfactory completion of the Design Phase, the City shall have the right to terminate the Project and pay Design-Builder for the Design Phase; WFIEREAS, the Design-Builder shall have the obligation to complete the Construction Phase only after the City issues a Notice to Proceed for the Construction Phase, which the City may issue or not issue in its sole and absolute di.scretion; WHEREAS, the Design-Builder has agreed that the total compensation for completing the Design and Construction Phases of the Project, fulfilling the Project Program requirements, as finalized and mutually agreed upon during the Design Phase, shall not exceed the Guaranteed Maximum Price ("GMP") as set forth in this Agreement, and that any costs over such amount shall be borne by the Design-Builder; WHEREAS, the Design-Builder has agreed that it shall provide the Design Services for a sum not to exceed 6.5% of the Guaranteed Maximum Price as set forth in this Agreement; WHEREAS, the Design-Builder has agreed that to provide all the required General Conditions and General Requirements services needed to complete the Construction Phase for a combined total sum that does not exceed 7.0% of the Guaranteed Maximum Price as set forth in this Agreement; WHEREAS, the Design-Builder has agreed that the total Design-Builder overhead and profit compensation associated with soliciting and managing all subcontracted work, and materials will be determined by applying a fixed percentage mark-up of 4.5% to all eligible and documented Project costs as set forth in this Agreement; WHEREAS, the Design-Builder agrees to complete the Project pursuant to the detailed schedule contained herein. NOW, THEREFORE, for and in consideration of the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE 2 GENERAL PROVISIONS 2.01 INCORPORATION OF RECITALS. The recitals are incorporated'herein. 2.02 RELATIONSHIP, fhe City and the Design-Builder agree to proceed with the Project on the basis of trust, good faith and fair dealing. The Design-Builder agrees to procure or furnish, as permitted by the laws of Illinois, the Design Services and Construction Services as set forth in this Agreement. 2.2.1 The Design-Builder represents that it is an independent architecture, engineering, and construction contractor and that it is familiar with the type of work it is undertaking. 2.2.2 Neither the Design-Builder nor any of its agents or employees shall act on behalf of or in the name of the City unless authorized in writing by the City's Representative. 2.2.3 The City and the Design-Builder shall perform their obligations with integrity, ensuring at a minimum that: 2.2.3.1 Conilicls of interest shall be avoided, di.sclosed promptly to the other Party and resolved promptly upon disclosure; and 2.2.3.2 The Design-Builder and the City warrant that they have not and shall not pay nor receive any contingent fees or gratuities to or from the other Party, including their agents, officers and employees, Subcontractors or others for whom they may be liable, to secure preferential treatment. 2.03 EXTENT OF AGREEMENT This Agreement is solely for the benefit of the Parties, represents the entire and integrated agreement between the Parties, and supersedes all prior negotiations, representations or agreements, either written or oral. The City and the DesignBuilder agree to look solely to each other with respect to the performance of the Agreement. The Agreement and each and every provision are for the exclusive benefit of the City and the DesignBuilder and not for the benefit of any third party or any third party beneficiary except to the extent expressly provided in the Agreement. 2.04 DEFINITIONS "AECOM Constructors Chicago, JV" or "Design-Builder" is an Illinois joint venture comprised of Hunt Construction Group, Inc., Berglund Construction Company, GMA Construction Group, and BOW A Construction. "Commissioner" or "2FM Commissioner" means the Commissioner of the Chicago Department of Fleet and Facility Management. "Construction Phase" means that period of performance under the Agreement commencing with the issuance of a notice to proceed by the City and continuing until the date of Final Completion and acceptance of Work by the City. "Construction Services" means all services provided hereunder, including the provision of fixtures and personal property, and provision of the Commercial Site Preparation services, as specified in the Design Documents, but excluding the Design Services. "Contingency" means the amount of funds, which the Design-Builder may expend in connection with the Project in accordance with Section 8.3. "Contract Documents" or "Agreement" means this Agreement, as may be amended, any exhibits to the Agreement, and any documents incorporated in the Agreement by reference. "Contract Price" means, depending upon the context, "GMP" or a lump-sum line item in the Detailed Project Budget. "Cost of the Work" means the following costs necessarily and actually incurred by DesignBuilder in the proper performance olThe Work: costs for Design Services, Direct Co.sts (including for labor and materials). General Conditions Costs, General Requirements Costs, and Soft Costs. To the extent Contingency is u.sed by Design-Builder, such amounts will be considered Cost of the Work and be categorized and paid accordingly. Cost of the Work is generally outlined in Article 8 and expressly set forth in Exhibit 17. Cost of the Work does not include any costs otherwise excluded by the Contract Documents or expressly required by the Contract Documents to be provided by Design-Builder at no additional cost to the City, and shall not, in any event, exceed the GMP. "Day" means calendar day, unless otherwise specifically defined. "Defective Work" is any portion of the Work not in conformance with the Contract Documents. "Deliverables" means any and all documents, including but not limited to Design Documents and any plans. Specifications, drawings, surveys, shop drawings, and reports prepared by the DesignBuilder in the performance of the Agreement. "Design-Builder's Fee" or "Fee" means a fixed percentage mark-up equal to four and one half percent (4.5%) applied to portions of the Cost of Work as specified in Article 8. "Design Development Phase Documents" or "Design Documents" means the documents prepared by Design-Builder in the performance of the Design Services and incorporated herein, including the Specifications, and any plans or drawings or reports, all as prepared under the standards of performance specified herein. "Design Development Phase" or "Design Phase" means the period of performance,, during which the Design-Builder will perform the professional services including creating detailed Project design documents, and analysis of existing City facilities that may be used for aspects of , police and fire training, and which may include Preconstruction Phase Services, all as more specifically described in Exhibits 1 A, 1B and IC. Design-Builder shall complete the Design Services pursuant to the schedule for such services set forth in this Agreement. "Design Services" means all design services provided by Design-Builder pursuant to the terms of this Agreement, including the creation of any plans, specifications, drawings, or reports associated design work needed to eomplete any permit, bidding, and/or construction documents, including any construction administration services provided by architects and engineers, as more fully specified in the Agreement, including in Exhibit 1A - Design Services. "Detailed Project Budget" means line-item budgets prepared and updated by the Design-Builder during the Design Phase that establishes itemized costs for all components needed to fully deliver and execute the Construction Phase for such discrete components of the Project as mutually agreed upon by the parties during the Design Phase, but which, at a minimum, establish maximum costs for those Project elements as set forth in Exhibit and as further described in this Agreement. "Final Completion and Acceptance of the Work" or "Date of Final Completion" means the date when the Design-Builder's obligations under this Agreement are complete and accepted by the City and the llnal payment becomes due and payable in accordance with the terms herein. "General Conditions Costs" or "General Conditions" means (i) the wages and salaries of personnel in the direct employ of Design-Builder whose duties are primarily or exclusively devoted to overseeing and coordinating Project construction activities and expenses directly related thereto, as more fully specified in Exhibit 17. "General Requirements Costs" or "General Requirements" means costs and expenses incurred by Design-Builder in order to maintain the Worksite. Such costs and expenses are more fully specified in Exhibit 17. "Guaranteed Maximum Price" or "GMP" is the maximum amount of funds that the City will pay Design-Builder for the delivery of the Project, including any and all Design Services, as set out in Section 8.1; Design-Builder shall complete the Project for an amount not to exceed the GMP. and any costs incurred by Design-Builder in excess of the GMP shall be borne by the DesignBuilder. "Master Program Plan" has that meaning set forth in the recitals, and is detailed in Exhibit 1. "Preconstruction Phase Costs" are the General Conditions costs that are incurred during the Design Phase. "Preconstruction Phase Services" are General Conditions services that are performed during the Design Phase, as further described in Exhibit IB. "Program" or "Project Program" means the descriptive list of functions, space requirements and relationships, fiexibility and expandability requirements, special equipment, systems and materials, site and other use requirements that the City anticipates implementing through the Project, subject to the validation and fmalization of the Program during the Design Phase, fhe City's Program is described in more detail in Exhibit 1, Project Program, which shall be modified and finalized upon mutual agreement of the Parties, during the Design Phase. Such finalized Program shall be deemed incorporated in the Agreement. "Project" means, as identified in Article 1, the buildings, facilities and other improvements for which the Design-Builder is to perform the services or Work under this Agreement. "Project Schedule" is attached hereto as Exhibit 6. "Time" and "Contract 1 ime" refer to the Schedule in Exhibit 6, as may be refined. Upon the Effective Date of the Agreement, the Project Schedule shall include the schedule for completion of the Design Services, and shall be refined by the Parties prior to issuance by the City of the notice to proceed to the Construction Phase, to include the Schedule of Work. Each refinement of the Project Schedule, in accordance with the terms of the Agreement, shall be deemed incorporated in the Agreement in Exhibit 6. "Schedule of Work", as further described in Exhibit lA Design Services, means the schedule prepared by Design-Builder during the Design Phase, which establishes milestone dates and the completion date for performance of Construction Services, and indicates the dates for the start and completion of the various stages of the Work. "Soft Costs" means costs incurred for insurance, performance bonds and similar costs, as more fully specified in Article 8. "Specifications" means the written requirements for materials and equipment to be used in the Work. "Subcontractor" is a party or entity retained by the Design-Builder to provide the labor, materials, equipment or services necessary to complete any portion of the Work, and all subcontractors of any tier, including suppliers and material persons, whether or not in privity with you. "Substantial Completion" or "Date of Substantial Completion" means the date when the DesignBuilder's obligations in relation to the Work, or of a designated portion of the Work, are complete, except for Punch List Work, in accordance with the Contract Documents, subject to the approval of the City, not to be unreasonably withheld, and the City may occupy or utilize the Project, or a designated portion of the Project, for the use for which it is intended, in accordance with the Agreement. "Terrorism" means a violent act, or an act that is dangerous to human life, property or infrastructure, that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Terrorism includes, but is not limited to, any act certified by the United States Secretary of Treasury as an act of terrorism pursuant to the Terrorism Risk Insurance Act, as amended. "Warranty Commencement Date" means, with respect to the Project, the date of Final Completion and Acceptance of the Work. This date shall be confirmed by a site specific Certificate of Warranty Commencement Date and signed by the City and the Design-Builder, signatures shall not be unreasonably withheld. "Work" means the work and services required, or reasonably inferred to be required, to bring the Project to completion. "Worksite" means the location of the Project. Definitions for defined terms used in the Agreement and not listed above may be found in Exhibit 1B Design Phase Terms and Conditions or Exhibit 5 Construction Phase Terms and Conditions. Order of Precedence. In case of conflict or inconsistency, the order of precedence of the component parts of the Contract Documents is as follows: 1. this Agreement, as may be amended, excluding exhibits; 2. the exhibits (other than those exhibits listed in 3. below) and appendices to this Agreement; and 3. the Design Documents; The foregoing order of precedence governs the interpretation of the Contract in all cases of conflict or inconsistency in it. Exhibits attached to this Agreement are incorporated by reference and made a part of this Agreement. Unless expressly stated otherwise in the Agreement, references to "City" in the context of approvals for the Work, including with respect to Project Schedule and GMP, shall mean the Commissioner. ARTICLE 3 DESIGN-BUILDER'S RESPONSIBILITIES The Design-Builder has overall responsibility for and shall provide complete Design Services and Construction Services and furnish all design services, materials, equipment, tools and labor as necessary or reasonably inferable to complete the Project, or any phase of the Project, in accordance with the City's requirements and the terms of this Agreement and pursuant to applicable law, including the City of Chicago Building Code. The Design-Builder shall complete the Project for a sum not to exceed the GMPi and by a date that is no later than the completion date set forth in Exhibit 6 Project Schedule, as such date may be extended pursuant to the terms of the Agreement. The Design-Builder shall be responsible for procuring or furnishing the design and for the construction of the Project consistent with the City's'Program, as mutually agreed upon by the Parties during the Design Phase, as such may be modified by the City during the course of the Project, and in compliance with applicable laws, including the City of Chicago Building Code. The Design-Builder shall at all times comply in letter and spirit with, and demonstrate good faith efforts to achieve, affirmative action goals of the City, as those goals may be set forth in the Special Conditions Regarding MBE and WBE Commitment of Exhibit 12, and in any other terms and provisions of this Agreement, as well as other workforce goals set forth in this Agreement. 3.01 DESIGN SERVICES ARCHITECT/ENGINEER Architectural and engineering services shall be procured from licensed, independent design professionals retained by tbe Design-Builder or furnished by licensed employees of the Design-Builder, as permitted by the law of the State of Illinois. The person or entity providing architectural and engineering services shall be referred to as the Architect/Engineer. If the Architect/Engineer is an independent design professional, the architectural and engineering services shall be procured pursuant to a separate agreement between the Design-Builder and the Architect/Engineer. The Architect/Engineer for the Project is AECOM 'fcchnical Services. Inc.. On or after the Effective Date, the City, in its discretion, may issue a notice to proceed to the Design Phase. Upon issuance by the City of the notice to proceed to the Design Phase, Design Builder shall commence the Design Phase services (including Design Services and Preconstruction Services) specified in Exhibit lA and Exhibit IB. Within days of the Effective Date, but no later than days after issuance of the notice to proceed, Design-Builder shall submit Schedules C and D. Design Builder shall execute and complete the Design Services, including providing the City with the Design Phase Deliverables, in accordance with the terms of this Agreement and Exhibit 1 A, pursuant to the schedule for completion of the Design Phase contained in Exhibit 6. Upon receipt of the Deliverables as required under Exhibit lA and pursuant to the Project Schedule in Exhibit 6, the City shall review and either accept the deliverables or provide written comments identifying concerns that it has with the deliverables or modifications that it wishes to be made to the deliverables. Design Builder shall promptly make modifications to the Deliverables to address the City's comments and submit the revised deliverables to the City. This process shall be repeated until the City wishes to accept the Deliverables ("Design Document Acceptance"). Within days of the City's notice of Design Document Acceptance, the Contractor shall submit fully executed copies of the completed Schedule Cs and Ds, showing MBE/WBE compliance consistent with this Agreement, a completed Detailed Project Budget and Schedule of Work for the Construction Phase, and any remaining Design Phase Deliverables. 3.1.1 PROGRAM The Design-Builder will design, and, if it receives a Notice to Proceed for Construction, construct the Project in a way so that it fulfills the Program elements, as finalized and mutually agreed upon during the Design Phase, described in Exhibit 1, for a sum not to exceed the GMP. The Program shall include (but shall not be limited to) such specified functional requirements, local, state or federal requirements pertaining to police and fire training facilities, incorporation of specified building materials, requirements pertaining to Commercial Site Preparation, as well as any elements necessary in order to effectuate the Program. The parties acknowledge and agree that during the execution of the Design Phase, the parties may modi fy the Program ,, as a consequence of the Design Phase activities, provided that the DesignBuilder agrees that the finalized Program shall be designed to optimize the functionality of the Project. 3.1.2 NOTICE TO PROCEED After Design-Builder provides the documents required following Design Document Acceptance, the City has the option to issue a notice to proceed with the Construction Phase of the Project, or to issue notice to the Design-Builder of termination of the Agreement. If the Commissioner elects to terminate the Agreement at this juncture, the Contractor shall be compensated for the Design Services, pursuant to the methodology in Section 10.1. Contractor's compensation for the Design Services may not exceed 6.5% oflhe GMP identified in this Agreement. Upon approval and acceptance of the Design Documents by the City and the issuance of the notice to proceed to the Construction Phase, the Design Documents shall be deemed to be incorporated in Exhibit and incorporated in the Agreement and made subject to the terms of the Agreement. The City shall have no obligation to proceed to the Construction Phase, and shall have no obligation to compensate Design-Builder for any Construction Services performed by Design-Builder prior to the issuance of the Notice to Proceed. If the Commissioner issues a Notice to Proceed, the Contractor, within days of receipt, shall provide the City with fully executed copies of the documents in Exhibit , including the performance and payment bond and proof of insurance for the Construction Phase. Failure to provide such documents within this timeframe shall be an event of default. 3.1.3 DESIGN SERVICES WARRANTY The Design-Builder warrants to City the sufficiency and completeness of all Design Services performed and that all drawings, specifications, and other information furnished or provided by Design-Builder shall be free from material errors and omissions. Approval or acceptance of any Design Services by City shall not in any way release Design-Builder from any duty, responsibility or liability for such services, it being understood that City is at all times relying upon Design-Builder's professional skill and knowledge in performing the Design Services. 3.02 OWNERSHIP OF DOCUMENTS 3.2.1 OWNERSHIP OF DRAWINGS AND DOCUMENTS Upon payment by the City to Design-Builder, pursuant to the terms of the Agreement, for the Deliverables provided by Design-Builder under this Agreement, including any entity operating under subcontract with Design-Builder, such Deliverables become property of the City, including all copyrights therein as specified in the section pertaining to copyrights, below. During performance of the Agreement, Design-Builder is responsible for any loss or damage to the Deliverables, data, findings or information while in Design-Builder's or any subcontractor's possession. Any such lost or damaged Deliverables, data, findings or information must be restored at the expense of the Design-Builder. If not restorable, Design-Builder must bear the cost of replacement and of any loss suffered by the City. 3.2.2 COPYRIGHT Design-Builder and the City agree that, to the extent permitted by law, the Deliverables to be produced by Design-Builder at the City's instance and expense under this Agreement are conclusively considered "works made for hire" within the meaning and purview of Section 101 of the United States Copyright Act, 17 U.S.C. §101 et secj., and that upon payment by the City to Design-Builder, pursuant to the terms of the Agreement, for the Deliverables provided by Design-Builder under this Agreement, including any entity operating under subcontract with Design-Builder, the City will be the sole copyright owner of such Deliverables and of all aspects, elements and components of them in which copyright can subsist, and of all rights to apply for copyright registration or prosecute any claim of infringement. Notwithstanding anything in this Agreement to the contrary, Design-Builder shall be entitled to retain one copy of all Deliverables for record keeping purposes, 3.2.3 To the extent that any Deliverable does not qualify as a "work made for hire," and upon payment by the City to Design-Builder, pursuant to the terms of the Agreement, for the Deliverables provided by Design-Builder under this Agreement, including any entity operating under subcontract with Design-Builder, Design-Builder irrevocably grants, conveys, bargains. sells, assigns, transfers and delivers to the City, its successors and assigns, all right, title and interest in and to the copyrights and all U.S. and foreign copyright registrations, copyright applications and copyright renewals for them, and other intangible, intellectual property embodied in or pertaining to the Deliverables prepared for the City under this Agreement, and all goodwill relating to them, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Design-Builder will, and will cause all of its subconsultants and subcontractors, employees, agents and other persons within its control to execute all documents and perform all acts that the City may reasonably request in order to assist the City in perfecting its rights in and to the copyrights relating to the Deliverables, at the sole expense of the City. Design-Builder warrants to the City, its successors and assigns, that on the date of transfer Design-Builder is the lawful owner of good and marketable title in and to the copyrights for the Deliverables and has the legal rights to fully assign them. Design-Builder further warrants that it has not assigned and will not assign any copyrights and that it has not granted and will not grant any licenses, exclusive or non-exclusive, to any other party, and that it is not a party to any other agreements or subject to any other restrictions with respect to the Deliverables. Design-Builder warrants and represents that the Deliverables are complete, entire and comprehensive, and that the Deliverables constitute a work of original authorship. 3.2.4 USE OF DELIVERABLES IN EVENT OF TERMINATION In the event of a termination of this Agreement for cause, the City shall have the right to use, to reproduce, and to make derivative works of the Deliverables to complete the Project, regardless of whether there has been a transfer of copyright under Subparagraph 3.1.8.2-3. Design-Builder shall not be responsible for any design services performed or deliverables created by another architect/engineer after that date of such termination. 3.2.5 CITY'S USE OF DELIVERABLES AFTER COMPLETION OF PROJECT As owner of the Deliverables and copyright subsisting therein, the City may reuse, reproduce or make derivative works from the Deliverables. 3.2.6 The Design-Builder shall obtain from its Architect/Engineer, Subcontractors and consultants rights and rights of use that correspond to the rights given by the Design-Builder to the City in this Agreement, and the Design-Builder shall provide evidence that such rights have been secured. 3.3.2 Intentionally deleted. 3.3.3 Intentionally deleted. 3.3.4 COST REPORTING The Design-Builder shall keep such full and detailed accounts as are necessary for proper financial management under this Agreement. The Design-Builder shall maintain a complete set of all books and records prepared or used by the Design-Builder with respect to each portion of the Project, including all subcontractor bidding documents and Design-Builder's bid analysis. Ihe Design-Builder's records supporting its performance and billings under this Agreement shall be current, complete and accurate and maintained according to generally accepted accounting principles. The City shall be afforded reasonable access during normal business hours and as necessary to all the Design-Builder's records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to this Agreement. The Design-Builder shall present all such records for a period of seven years after the final payment or longer where required by law. 3.3.5 The Design-Builder represents and warrants that it will thoroughly investigate the conditions as well as thoroughly review all relevant documentation provided by the City relating to the site conditions. The results of Design-Builder's investigation, including the testing performed as required by the Design Services terms in Exhibit , and review of existing documentation have been taken into account in establishing the Guaranteed Maximum Price. Therefore, and notwithstanding any terms in the Agreement to the contrary, Design-Builder shall not make or be entitled to any claim for any adjustment to the schedule or GMP arising from ^ Project conditions that Design-Builder, in the exercise of the standard of care set forth in this Agreement, should have discovered in Design Builder's investigation during the Design Phase. 3.3.6 In addition to any other obligation of Design-Builder set forth in this Agreement, DesignBuilder shall be responsible for all costs, including the cost of redoing or remedying the Work and time delays, resulting from any error or omission in the Design Documents. 3.04 CONSTRUCTION SERVICES 3.4.1 The Construction Phase will commence upon the issuance by the City of a written notice to proceed with Construction Services. If the Commissioner issues a Notice to Proceed, the Design-Builder, within 30 days of receipt, shall provide the City with fully executed copies of the documents in Exhibit , including the performance and payment bond and proof of insurance for the Construction Phase. Failure to provide such documents within this timeframe shall be an event of default. All Construction Services shall be performed in accordance with the Construction Phase Terms and Conditions, attached as Exhibit 5 and incorporated by reference herein, unless otherwise superseded by the established Order of Precedence. Construction Services shall also include the following tasks; installation of props and equipment provided by the City, provision of training, submittal of LEED application, 3.4.2 In order to complete the Work, the Design-Builder shall provide all necessary construction full-time supervision, inspection, construction equipment, labor, materials, tools and subcontracted items. 3.4.3 The Design-Builder shall give all notices and comply with all laws and ordinances legally enacted at the dale of execution of the Agreement and thereafter that govern the proper performance of the Work. 3.4.4 The Design-Builder shall obtain the building permits necessary for the construction of the Project. Project construction activities will be exempt from City of Chicago building permit and street closure fees; however, all Work must .still abide by all City permifting processes and requirements. 3.4.5 The Design-Builder shall provide periodic written reports to the City on the progress of the Work in such detail as is required by the City and as agreed to by the City and the DesignBuilder. 3.4.6 The Design-Builder shall develop a system of cost reporting for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes in the Work. The reports shall be inclusive of the Design Services and Third-Party Reimbursable costs incurred prior to award. Such reports must be presented to the City at mutually agreeable intervals. 3.4.7 The Design-Builder shall regularly remove and legally dispose debris and waste materials at the Worksite resulting from the Work. Prior to discontinuing Work in an area, the DesignBuilder shall clean the area, keep the area safe, and remove all rubbish and its construction equipment, tools, machinery, waste and surplus materials. The Design-Builder shall minimize and confine dust and debris resulting from construction activities. At the completion of the Work, the Design-Builder shall remove from the Worksite all construction equipment, tools, surplus materials, and legally dispose of waste materials and debris. 3.4.8 The Design-Builder shall prepare and submit to the City final marked-up as-built drawings, any modelings, and updated electronic data in general documenting how the various elements of the Work including changes were actually constructed or installed. 3.05 CONSTRUCTION MEANS AND METHODS Design-Builder is solely responsible for the means, methods, techniques, sequences and procedures of construction within the parameters set forth by this Agreement. Nothing in this Section 3.5 shall be deemed to limit the DesignBuilder's obligations to provide the City access to all Work as provided in other Sections of this Agreement, nor shall the City's observation of the Work be construed to relieve the DesignBuilder of its obligation to correct Defective Work if defects are discovered after an observation. SCHEDULE OF THE WORK . Upon acceptance of the baseline Schedule issuance of the Notice to Proceed,the Design-Builder shall commence to perform the Work in accordance with the accepted Schedule, 'fhe City's acceptance of the Schedule of Work shall in no way limit or otherwise attenuate the DesignBuilder's complete responsibility and liability for the accuracy and reasonableness of the Schedule of Work. The City will have no obligation to process or issue any request for payment during the Construction Phase of the Work without an accepted Schedule of Work. 3.6.2 Progress Schedules. Each month during the term of this Agreement, the Design-Builder shall submit a Progress Schedule demonstrating the progress of the Work. A Progress Schedule must be submitted with each request for payment, and the data contained in the Progress Schedule must coincide with the information stated in the request for payment. Each Progress Schedule must accurately reflect the actual progress of the Work, 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 City may refrain from processing a request for payment or issuing payment if the Design-Builder fails to provide an accurate Progress Schedule with the request for payment. 3.6.3 Changes to the Schedule of the Work. If a Progress Schedule indicates that the achievement of a contract milestone or completion of the Work is not within the parameters established by the baseline Schedule of Work, the Design-Builder must submit a recovery plan that will restore the parameters of the baseline Schedule within 48 hours. In the event that the Design-Builder believes that a change to the baseline Schedule of Work is required, the DesignBuilder shall request such a change pursuant to the requirements of Article 9 of this Agreement. 3.06 SAFETY OF PERSONS AND PROPERTY 3.6.1 SAFETY PRECAUTIONS AND PROGRAMS The Design-Builder shall have overall responsibility for safety precautions and programs in its performance under this Agreement. While the provisions of this Paragraph establish the responsibility for safety between the City and the Design-Builder, they do not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with the provisions of applicable laws and regulations. 3.6.2 The Design-Builder shall seek to avoid injury, loss or damage to persons or property by taking reasonable steps to protect: 3.6.2.1 its employees and other persons at the Worksite, including City personnel and City consultants; 3.6.2.2 materials, supplies and equipment stored at the Worksite for use in performance of the Work; and 3.6.2.3 the Project and all property located at the Worksite and adjacent to work areas, whether or not said property or structures are part of the Project or involved in the Work. 3.6.3 DESIGN-BUILDER'S SAFETY REPRESENTATIVE The Design-Builder shall designate an individual at the Worksite in the employ of the Design-Builder who shall act as the Design-Builder's designated safety representative with a duty to prevent accidents. The DesignBuilder will report immediately in writing all accidents and injuries occurring at the Worksite to the City. When the Design-Builder is required to file an accident report with a public authority, the Design-Builder shall furnish a copy of the report to the City. 3.6.4 The Design-Builder shall provide the City with copies of all notices required of the Design-Builder by law or regulation. The Design-Builder's safety program shall comply with the requirements of all governmental authorities having jurisdiction over the Work. The DesignBuilder shall at all times keep a copy of the .safety manual on site. 3.6.5 Damage or loss not insured under property insurance which may arise from performance under this Agreement, to the extent of the negligence attributed to such acts or omissions of the Design-Builder, or anyone for whose acts the Design-Builder may be liable, or any third parly, shall be promptly remedied by the Design-Builder. Damage or loss attributable to the acts or omissions olThc City and not to the Design-Builder shall be promptly remedied by the City; provided, however, that the City may direct the Design-Builder to remedy such damage or loss, and the City shall pay for such remedy as a Cost of the Work. 3.6.6 If the City deems any part of the Work or Worksite unsafe, the City, without assuming responsibility for the Design-Builder's safety program, may require the Design-Builder to stop performance or take corrective measures satisfactory to the City, or both. If the Design-Builder does not adopt corrective measures, the City may perform them and reduce by the costs of the corrective measures the amount of the GMP, or in the absence of a GMP, the Cost of the Work as provided in Article 8. 'fhe Design-Builder agrees to make no claim for damages, for an increase in the GMP, compensation for Design services, the Design-Builder's Fee or the Date of Substantial Completion or the Date of Final Completion based on the Design-Builder's compliance with the City's reasonable request. 3.6.7 SECURITY Design-Builder shall provide security for the Worksites at all times when under the control of Design-Builder. 3.6.8 'fhe terms of this Paragraph 3.7 shall survive the completion of the Work under this Agreement or any termination of this Agreement. 3.07 HAZARDOUS MATERIALS 3.7.1 A Hazardous Material is any substance or material identified now or in the future as hazardous under any federal, state or local law or regulation, or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirements governing handling, disposal or clean-up. 3.7.2. If, after the commencement of the Work, Hazardous Material is discovered at the Project Worksite, then the Design-Builder must immediately stop Work in the affected area. The Design-Builder shall immediately report the condition to the City and, if required, the government agency with jurisdiction. 3.7.3 The Design-Builder shall not be required to perform any Work relating to or in the area of Hazardous Material without written mutual agreement. 3.7.4 The City shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures or remedial action. Such corrective measures or remedial action shall be the sole responsibility of the City, fhe Design-Builder shall resume Work in the area affected by any Hazardous Material without delay upon written agreement between the Parties after the Hazardous Material has been remdved or rendered harmless and only after approval, if necessary, of the governmental agency or agencies with jurisdiction. 3.7.5 If the Design-Builder incurs additional costs or is delayed due to the presence or remediation of Hazardous Material, upon City's approval, the Design-Builder shall be entitled to an equitable adjustment in the GMP, or the Project Schedule, or both, as applicable. 3.7.6 Material Safety Data (MSD) sheets as required by law and pertaining to materials or substances used or consumed in the performance of the Work, whether obtained by the DesignBuilder, Subcontractors, the City or Others, shall be maintained at the Project by the DesignBuilder and made available to the City and Subcontractors. 3.7.7 During the Design-Builder's performance of the Work, the Design-Builder shall be responsible for the proper handling, and relevant documentation, of all materials brought to the Worksite by the Design-Builder. Upon issuance of the Certificate of Substantial or Final Completion, the City shall be responsible under this Paragraph for materials and substances brought to the site by the Design-Builder if such materials or substances are required by the Contract Documents. 3.7.8 The City shall be responsible to hire a third-party monitoring company to monitor the proper handling of contaminated material. 3.7.9 Nothing in this Agreement shall be construed or interpreted as requiring Design-Builder to assume the status of, and the City acknowledges that Design-Builder does not act in the capacity nor assume the status of, the City or others as a "generator," "operator," "transporter," or "arranger" in the treatment, storage, disposal, or transportation of any hazardous substance or waste as those terms are understood within the meaning of the Resource Conservation and Recovery Act (RCRA), Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), or any other similar federal, state, or local law, regulation, or ordinance. The Design-Builder (including, for clarification, each Joint venture member) represents that it has played no part in the generation or creation of any hazardous waste, pollution condition, nuisance, or chemical or industrial disposal problem, if any, that may exist at the time of commencement of the Agreement at the Project site, and, conditioned upon that representation, Design-Builder assumes no liability for any such generation or creation of any hazardous waste, pollution condition, nuisance, or chemical or industrial disposal problem, that may exist at the time of commencement of the Agreement at the Project site. 3.08 WARRANT! ES AN D COMPLETION 3.8.1 General Warranties. The Design-Builder warrants that (i) all materials and equipment furnished under the Agreement will be new unless otherwise specified, of good quality, in conformance with the Agreement and the Contract Documents, free from defective workmanship and materials (ii) subject to more stringent standards set forth elsewhere in the Agreement, the Work provided hereunder shall be performed in a good and workmanlike manner by workers who are appropriately trained and experienced in the work being performed, in accordance with the Contract Documents (iii) subject to more stringent standards set forth elsewhere in the Agreement, all services required by this Agreement, including the Design Services and Construction Services, will be performed with that degree of skill, care and diligence consistent with the proiessional standards for services of comparable seope and magnitude. City's review or approval of any plans, specifications, or other instruments of professional service shall not constitute a waiver by City of any of Design-Builder's warranties or obligations under this paragraph. 3.8.2 Manufacturer's Warranties. Design-Builder must collect all manufacturer's warranties and equipment manuals and deliver them to the City, and must (i) ensure that all required Manufacturer's Warranties pass through to the City and the Department; (ii) submit all applicable manufacturers' warranties to the Commissioner and ensure that all warranty forms have been completed in the Department's name and registered with the appropriate manufacturers. To the extent products, equipment, systems or materials incorporated in the Work are furnished by the City, they shall be covered exclusively by the warranty of the manufacturer 3.8.3 If, within one year after the Warranty Commencement Date, any of the Work is found to be not in accordance with the Contract Documents or nonconforming with the above warranties, the City shall give the Design-Builder prompt written notice describing the nonconformity. Upon receipt of such notice, the Design-Builder, at its cost, will promptly repair, replace, or reperform such Work, services, or materials and equipment, and any other portion of the Work affected, as necessary to remedy such nonconformity. This obligation under this Section 3.8.3 shall survive acceptance of the Work and termination of the Agreement. The warranties above exclude remedy for damage or defect caused by abuse, modifications not executed by DesignBuilder, improper or insufficient maintenance, improper operation, or normal wear and tear (relative to the intended purpose of the Project). Nothing contained in this Paragraph 3.8.3 shall be construed to establish a period of limitation with respect to other obligations which the Design-Builder might have under the Contract Documents or under the law, including a claim for breach of the warranties in Section 3.8.1. Establishment of the time period of one year as described in Subsection 3.8.3 relates only to the specific obligation of the Design-Builder to correct the Work during the one-year period, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to remedy the Work under this Subsection 3.8.3. 3.8.5 All warranties, including the manufacturers warranties, shall begin on Warranty Commencement Date. 3.8.6 The Design-Builder shall secure any and all required certificates of inspection, testing, balancing or approval and deliver them to the City. 3.8.7 The Design-Builder shall direct the City in checkout of utilities and start-up operations, and adjusting and balancing of systems and equipment for readiness. 3.8.8 The Design-Builder shall maintain at the site A.s-Built Documents comprised of one copy of the Drawings, Specifications. Addenda. Change Orders and other Modifications, in good order and marked currently to accurately reilect all as-built conditions including, but not limited to, all locations of utilities as actually installed, and all changes to the Work, 'fhe As-Built Documents shall be available to the City at all times. All As-Built Documents shall be delivered to the City for review and acceptance upon completion of the Work, signed by the Design-Builder 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 locations). The Design-Builder is responsible for all damages to the City arising directly from the DesignBuilder's failure to maintain complete and accurate As-Built Documents. 3.8.9 Upon completion of the Work, the Design-Builder shall prepare a complete set of Record Documents and deliver them to the City for review and acceptance. The Record Drawings shall be signed and stamped by the Design-Builder's Architect/Engineer 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 locations). The Design-Builder is responsible for any and all damages to the City arising directly from the Design-Builder's failure to maintain complete and accurate Record Documents. 3.09 CONFIDENTIALITY The Design-Builder shall treat as confidential and not disclose to third persons, except Subcontractors, and the Architect/Engineer as is necessary for the performance under the Agreement, or use for its own benefit any of the City's developments, confidential information, know-how, discoveries, production methods and the like that may be disclosed to the Design-Builder or which the Design-Builder may acquire in connection with the performance under the Agreement. The City and the Design-Builder shall each specify those items to be treated as confidential and shall mark them as "Confidential." Notwithstanding the foregoing, the Parties acknowledge and agree that the City is a unit of local government, and as such is subject to the Illinois Freedom of Information Act. Confidential information shall not include: (a) infonnation which at the time of disclosure is or thereafter becomes generally available to the public; (b) written information which was in the Party's possession prior to disclosure hereunder and which was not acquired under an obligation of confidentiality directly or indirectly from the disclosing Party; (c) information received by the Party after the time of disclosure hereunder from a third party without notice to the Party of any obligation of confidentiality or other restrictions with respect to use thereof. Design-Builder will not issue any publicity, news releases or grant press interviews, and, except as may be required by law during or after the performance of this Agreement, disseminate any information regarding its Work or the Project to which the Work pertains without the prior written consent of the City. If Design-Builder is presented with a request for documents by any administrative agency, or with a suhpoina duces leciim regarding any records, data or documents which may be in DesignBuilder's possession by reason of this Agreement, Design-Builder shall immediately give notice to the City and its legal counsel with the understanding that the City will have the opportunity to contest such process by any means available to it before the records or documents are released to a court or other third party. Design-Builder is not, however, obligated to withhold the delivery beyond the time ordered by the courfbr administrative agency unless the subpoena or request is quashed, or the time to produce is otherwise extended. 3.10 STANfMRDOFCARE ^3.11.1 Design-Builder must perform all services or work required of it under this Agreement with that degree of skill, care and diligence normally shown by a Design-Builder performing services or work of a scope and purpose and magnitude comparable with the nature of the Design Services and Construction Services to be provided under this Agreement. Design-Builder acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City, and with respect to that information. Consultant agrees to be held to the standard of care of a fiduciary . Any review, approval or acceptance of services or work or Deliverables, or payment for any of the services or work, by the City does not relieve DesignBuilder of its responsibility for the professional skill and care and technical accuracy of its services and work and Deliverables. This provision in no way limits the City's rights against Design-Builder under this Agreement, at law or in equity. 3.11.2 Design-Builder is and remains responsible for the professional and technical accuracy of all services or Deliverables furnished, whether by Design-Builder, the Architect Engineer, or others on its or their behalf. All Deliverables must be prepared in a form and content satisfactory to the City and delivered in a timely manner consistent with the requirements of this Agreement. Subsequent editions of design Deliverables, including drawings and specifications, shall supersede earlier editions, provided that any items that have changed on the design Deliverables are explicitly noted. Subsequent design Deliverables shall represent further development of the design Deliverables they supersede and shall not change or omit previously approved features or elements unless such differences or deviations arc: (i) explicitly noted and identified in writing on the Deliverable, and (ii) expressly and unambiguously accepted by the City in writing. The City's inadvertent approval of a design Deliverable that contains an unapproved difference or deviation from any requirement of this Agreement shall not be construed as a waiver of such requirement. 3.11.3 Design-Builder shall, consistent with the Illinois Architecture Practice Act of 1989, 225 ILCS 305 et seq., and other applicable state licensing laws, provide through qualified, licensed design professionals employed by Design-Builder, or procured from qualified independent licensed design professionals, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, specifications and other design submittals to permit Design-Builder to complete the Work consistent with the Contract Documents. Design-Builder must assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Design-Builder must provide copies of any such licenses to the City upon request. 3.11.4 Any or all agreements between the Design-Builder and the Architect Engineer shall provide that the City is a third party beneficiary of such agreement, and shall provide further that the City shall have a direct right and cause of action against the Architect Engineer for any error or omission by the Architect Engineer in the performance of the design services of the Work. 3. II REVIEW OF DESIGN DOCUMENTS AND FIELD CONDITIONS BY DESIGNBUILDER 3.12.1 Design-Builder warrants that the Design Documents, upon approval and acceptance by the City, shall be sufficient to enable the Design-Builder to complete the Work as shown in the Design 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 Ifame, applicable laws, statutes, building codes, regulations and requirements of the Design Documents and this Agreement. 3.12.2 Design-Builder agrees that it shall inspect the location of the Work and satisfy itself as to the location and condition thereof, including, without limitation, the location and condition of all structures, utilities, and surface and subsurface conditions. Based upon the foregoing inspections, understandings, agreements and acknowledgments, Design-Builder agrees that: (i) the Guaranteed Maximum Price will be just and reasonable compensation for all the Work, including all reasonably foreseen and foreseeable risks, hazards, and difficulties in connection therewith; (ii) the Contract Time is adequate for the performance of the Work; and (iii) the Work shall not result in any unintended lateral or vertical movement of any existing structure. The Design-Builder shall have no claims for surface or subsurlace conditions except as expressly described in this Agreement. The Design-Builder shall exercise special care in executing Work in proximity of known utilities, improvements and easements. 3.12 PROJECT PROCEDURES Except as may be expressly provided otherwise in the Contract, Design-Builder is solely responsible for selecting the means, methods, techniques, sequences, and procedures used in performing the Work. The City has the right to inspect the Work as more fully set forth in Section 3.4. Design-Builder must perform all activities that may be required or necessary to complete the Work in accordance with the Contract Documents. For the GMP, Design-Builder must construct, furnish and install all materials, parts and labor necessary to complete the entire Work. 3.13 DESIGN-BUILDER'S STAFFING/KEY PERSONNEL 3.14.1 STAFFING Immediately upon execution of this Agreement, Design-Builder will assign and maintain throughout the term of the Agreement an adequate staff of competent personnel who are fully equipped, licensed as appropriate, available as needed, qualified and assigned to perform the Work. 3.14.2 KEY PERSONNEL Design-Builder's Key Personnel for the Work are listed in Exhibit 9. In the event that any such Key Personnel are unable to continue to perform Work, the DesignBuilder will promptly notify the City. Any change or substitution with respect to Key Personnel requires the approval of the City. In the event that, in the opinion of the Commissioner of 2FM, the performance of Key Personnel or any of Design-Builder's staff assigned to the Work, is at an unacceptable level, Design-Builder will remove them from the Project upon written notice from the City, and will provide a replacement for the City's approval within five Days of receipt of the notice to remove. 3.14 RlGl-ff OF EN'fRY The Design-Builder and any of its officers, employees, agents, subconsultants and subcontractors will be permitted to enter upon any part of the Project Worksite in connection with the performance of the Work hereunder, subject to the terms and conditions contained herein and those rules established by the City. City's consent to enter upon all or any part of the Project Worksite will not create nor be deemed to imply the creation of any additional responsibilities on the part of the City. The Design-Builder will use, and will cause each of its officers, employees, agents, subconsultants and subcontractors to use reasonable care, unless otherwise expressly set forth in this Agreement, when entering upon the Project Worksite in connection with the Work. The Design-Builder will comply and will cause each of its officers, employees, agents, subconsultants and subcontractors to comply with any and all instructions and requirements for the use of the Project Worksite, and any express licenses for such use are hereby incorporated by reference. Any and all claims, suits, judgments, costs, or expenses, including reasonable attorneys' fees, arising from or by reason of or in connection with any such entry will be treated in accordance with the applicable terms and conditions of the Agreement, including, without limitation, the indemnification provisions contained in this Agreement. If the Design-Builder, or anyone for whom it is responsible, causes damage to City property, or the property of the owner of the Project Worksite, the Design-Builder must, at the option of the City, either 1) pay the cost of repair of the damage or 2) repair or replace the damaged property. The City shall have the right of set-off against the payments to the Design-Builder for the cost of repairs. 3.15 DESIGN-BUILDER'S REPRESENTATIVE The Design-Builder shall designate a person who shall be the Design-Builder's authorized representative. The Design-Builder's Representative is . 3.16 MINORITY AND WOMEN'S BUSINESS ENTERPRISES COMMITMENT In the performance of this Agreement, including the performance of services and the procurement and lease of materials or^equipment, Design-Builder must abide by the Special Conditions Regarding MBE/WBE Commitment set forth in Exhibit 12. Notwithstanding any terms in this Agreement to the contrary, Design-Builder must submit Schedules C and D (in the form as set forth in Exhibit 12) as required in this Article 3 and Exhibit 1 A, evidencing its compliance with this requirement, and such Schedules shall be a part of this Agreement, upon acceptance by the Chief Procurement Officer. In each updated submission of Schedule D, Design-Builder shall clearly identify the revisions it proposes to make to previously submitted Schedules D. Design-Builder is directed to Chicago Municipal Code Section 2-92-740 in the event of failure to make good faith efforts to meet MBE/WBE commitments. 3.17 CHICAGO AND PRO.IECT AREA RESIDENT HIRING For all Construction Services. Design-Builder will be required to comply with the minimum percentage of total worker hours performed by Eligible Residents of the City of Chicago as specified in MCC 2-92-330 and rules and regulations adopted thereunder, as further detailed in Exhibit 5. 50% of the total work hours must be performed by City Residents unless the City determines otherwise. Additionally, at least 15% of the total work hours must be performed by Project Area Residents unless the City determines otherwise. The Design-Builder may request a reduction or waiver of these minimum percentage participation levels of City Residents and Project Area Residents as provided for in MCC 2-92- 330 in accordance with standards and procedures developed by the City's Chief Procurement Officer (CFG). "Project Area Residents" means person domiciled within the following community areas: Austin, West Garfield Park, East Garfield Park, Humboldt Park, Lawndale, North Lawndale, Hermosa, Galewood-Mont Clare and Belmont/Cragin. 3.18 EQUAL EMPLOYMENT OPPORTUNITY Pursuant to section MCC 2-92-390, the City has adopted goals for the employment of women and minorities on its construction contracts. Design-Builder has committed to hiring minorities and women to perform a percentage of the aggregated work hours on the Project, as specified in Exhibit 18. The Design-Builder will be expected to achieve these participation commitments, unless otherwise granted a waiver. DesignBuilder acknowledges that Design-Builder's failure to meet its specified utilization commitments will result in the liquidated damages being assessed as specified in Exhibit 18. ARTICLE 4 CITY'S RESPONSIBILITIES 4.01 INFORMATION AND SERVICES PROVIDED BY THE CITY 4.1.1 The City shall provide full information in a timely manner so as not to cause a delay regarding requirements for the Project, including the City's Program and other relevant information. 4.1.2 The City shall provide: 4.1.2.1 [any available information, in its possession, describing the physical characteristics of the site, including surveys, site evaluations legal descriptions, existing conditions, subsurface and environmental studies, reports and investigations.] 4.1.2.2 [inspection, testing, and monitoring services during construction as required by law or as mutually agreed]; and 4.1.2.3 unless otherwise provided in the Contract Documents, necessary approvals, site plan review, rezoning, easements and assessments, fees and charges required for the construction, use, occupancy or renovation of permanent structures, including legal and other required services. 4.1.3 The Design-Builder shall be entitled to rely on the completeness and accuracy of the information provided by the City set forth in those documents referenced in Exhibit 19, and the Design-Builder shall not be responsible for defects in its Work or services to the e.xtent directly attributable to its reliance upon or use of such information; provided, however, that in the event the Design-Builder believes, has reason to believe, or finds that any of the information provided by the City in the documents referenced in Exhibit 19 are incomplete or inaccurate. DesignBuilder shall: (i) provide the City with prompt notice of such incompleteness or inaccuracy; and (ii ) with the concurrence of the City, undertake suclf investigations, testing and/or inspections as the Design-Builder deems reasonable and appropriate under the circumstances. Such investigations, testing and inspections shall be a Cost of the Work, provided that the DesignBuilder has secured the concurrence of the City prior to the performance of sueh investigations, testing and/or inspections. 4.02 REVIEW RESPONSIBILITIES The City will review and timely approve in writing so as not to cause delay, those Deliverables identified in the Projeet Schedule as requiring City review and approval. At a minimum. Deliverables requiring City review and written approval inelude schedules. Preliminary Estimate, Schematic Design Documents, Design Development Documents, Construction Documents, GMP Proposal and Schedule of Work. 4.2.1 If the City becomes aware of any error, omission or failure to meet the requirements of the Contract Documents or any fault or defect in the Work, the City shall give prompt written notice to the Design-Builder. The failure of the City to give such notice shall not relieve the DesignBuilder of its obligations to fulfill the requirements of the Contract Documents. 4.03 CITY^S REPRESENTATIVE The City's Representative is , The Representative: 4.04 ELECTRONIC DOCUMENTS If the City requires that the City and Design-Builder exchange documents and data in electronic or digital form, prior to any such exchange, the City and Design-Builder shall agree on a written protocol governing all such exchanges in a separate agreement, which, at a minimum, shall specify: (1) the definition of documents and data to be accepted in electronic or digital form or to be transmitted electronically or digitally; (2) management and coordination responsibilities; (3) necessary equipment, software and services; (4) acceptable formats, transmission methods and verifieation procedures; (5) methods for maintaining version control; (6) privacy and security requirements; and (7) storage and retrieval requirements, fhe Parties shall each bear their own costs for the requirements identified in the protocol. In the absence of a written protocol, use of documents and data in electronic or digital form shall be at the sole risk of the recipient. ARTICLE 5 SUBCONTRACTS Work not performed by the Design-Builder with its own forces shall be performed by Subcontractors or the Architect/Engineer. 5.01 RE fAlNlNG SUBCONTRACTORS The Design-Builder will solicit and endeavor to obtain at least three competitive bids for any Construction Phase Work not performed by the Design-Builder ("Triple-Bid'"), fhe Design-Builder shall make all Subcontractor bid documents and Design-Builder bid analysis available to the City, immediately upon request and as otherwise speciJled in the Agreement. In such case that the Design-Builder is unable to Triple-Bid any Work not performed by the Design-Builder, it shall document its good faith efforts and seek the City's written approval to retain its recommended subcontractor for such Work. The DesignBuilder may select the subcontractors the Design-Builder determines offers the best overall value, which may not be the lowest bid. In such circumstances, the Design-Builder must provide written explanation to City when lowest bid is not selected. The Design-Builder shall not retain any subcontractor that has been debarred by City from doing business with City, or any subcontractor to whom the City has a reasonable and timely objection. The Design-Builder shall not make any substitute for a subcontractor that has been accepted by the City without the written approval of the City. 5.02 MANAGEMENT OF SUBCONTRACTORS The Design-Builder shall be responsible for the management of the Subcontractors in the performance of their work. The City will communicate with the Design-Builder regarding the Work, except that the City shall have the right to communicate directly with the Design-Builder's Subcontractors as the City deems reasonably necessary to address matters such as MBE and WBE issues, direct payments to Subcontractors, lien and surety matters, and other matters where such direct communication may reasonably be required. 5.03 CONTINGENT ASSIGNMENT OF SUBCONTRACT 5.3.1 If this Agreement is terminated for Design-Builder's default or in the event of an early termination, each subcontract agreement, upon exercise by the City of its right to assume such subcontract agreement, shall be assigned by the Design-Builder to the City, subject to the terms set forth in Section 12.3.2 and Exhibit 5 Construction Phase Terms and Conditions. 5.3.2 If the City accepts such assignment and the Work has been suspended for more than thirty (30) consecutive Days, following termination, if appropriate, the Subcontractor's compensation shall be equitably adjusted as a result of the suspension. 5.04 BINDING OF SUBCONTRACTORS AND MATERIAL SUPPLIERS The DesignBuilder agrees to bind every Subcontractor and material supplier (and require every Subcontractor to so bind its subcontractors and material suppliers) to all the provisions of this Agreement and the Contract Documents. In furtherance of efficient contract administration, the Design-Builder further agrees to take reasonable steps to inform and train Subcontractors with respect to the requirements of this Agreement and the Contract Documents, including those obligations 5.05 DESIGN-BUILDER'S LIABILITY FOR SUBCONTRACTORS The Design-Builder is responsible for all Subcontractor Work and for all acts, failures to act, and omissions of its subcontractors. For the purpo.ses of this Agreement, the Design-Builder's acts and omissions include those of its Subcontractors to the same extent as if they had been committed by the Design-Builder. Notwithstanding the foregoing, there is no privity between Subcontractors and the City. Except as set forth in Exhibit 12, "Special Conditions Regarding MBE and WBE Commitment,'" Subcontractors have no rights as third-party beneficiaries under this Agreement. However, all subcontracts of every tier shall slate that the City is an intended third-party beneficiary of the subcontract. 5.06 BUY-OUT When there are variances between actual awarded contract sums versus estimated contract sums, as provided in the Detailed Project Budget, such variances will accrue to the Contingency line item on revised monthly sworn schedule of value statements, included as part of every pay application. ARTICLE 6 TIME 6.01 DATE OF COMMENCEMENT Upon the Effective Date, the Design-Builder shall commence the Design Services, and shall perform and complete the Design Services in accordance with the Project Schedule in Exhibit 6. Upon issuance of the notice to proceed to the Construction Phase, the Design-Builder shall commence the Construction Services, and shall proceed with and complete the Construction Services in accordance with the Project Schedule, as such schedule may be amended Ifom time to time, and except as otherwise provided in the Agreement. 6.02 SUBSTANTIAL/FINAL COMPLETION The Date of Substantial Completion or the Date of Final Completion shall be established in the Project Schedule in Exhibit 6, and subject to adjustments, as provided for in the Contract Documents. 6.2.1 TIME IS OF THE ESSENCE IN THIS AGREEMENT, and the time limits stated in the Contract Documents are of the essence. 6.2.2 The Design-Builder shall not commence the Work before the effective date of insurance that is required to be provided by the Design-Builder. 6.03 DELAYS IN THE WORK 6.3.1 If the Design-Builder is delayed at any time in the commencement or progress of theWork by any cause beyond the control of the Design-Builder, the terms of Article 9 and Exhibit 5 Construction Terms and Conditions shall govern any relief to which Design-Builder may be entitled. In the event delays to the Project are encountered for any reason, the Parties agree to undertake rea.sonable steps to mitigate the effect of such delays. 6.04 LlQUlDA'fED DAMAGES In addition to any liquidated damages specified in Exhibit 5 Construction Phase Terms and Conditions, the liquidated damages are specified below for delay in achieving Substantial Completion and Final Completion as specified in the Project Schedule. 6.4.1 SUBS'f AN'flAL COMPLETION The Desimi-Builder aurees that if the Date of Substantial Completion established by the Parties, as may be amended by subsequent amendment, is not attained, the City will suffer damages which are difficult to determine and accurately specify. The Design-Builder agrees that if the Date of Substantial Completion is not attained, the Design-Builder shall pay the City, Dollars ($ ) as liquidated damages and not as a penalty for each Day that Substantial Completion extends beyond the Date of Substantial Completion specified in the Project Schedule. . 6.4.2 FINAL COMPLETION The Design-Builder agrees that if the Date of Final Completion established by the Parties, as may be amended by, is not attained, the City will suffer damages which are difficult to determine and accurately specify. The Design-Builder agrees that if the Date of Final Completion is not attained, the Design-Builder shall pay the City Dollars ($ ) as liquidated damages and not as a penalty for each Day that Final Completion extends beyond the Date of Final Completion specified in the Project Schedule for the entire Project. 6.4.2.2 To the fullest extent permitted by law, Design-Builder's total liability to the City for any liquidated damages for failure to achieve the Date of Final Completion shall not exceed [$ .00]; provided, however, that such cap on liquidated damages for failure to aehieve Date of Final Completion will have no effect on the continuing obligation of Design-Builder to pay liquidated damages for failure to achieve the Dates of Substantial Completion. 6.4.3 Nothing contained in this Section is to be construed as limiting the right of the City to recover from Design-Builder all amounts due or to become due, and all costs and expenses sustained by the City for improper performance under this Agreement, repudiation of the Agreement, failure to begin work on the date of commencement, or failure to perfomi the Work with adequate forces, equipment or materials or other resources, or breaches in any other respect, including defective workmanship or materials. In addition to liquidated damages for failure to meet any milestones, Design-Builder is liable to the City for any other damages sustained as the result of Design-Builder's refusal or failure to perform the Work 6.05 CITY'S RIGHT TO OCCUPY PORTIONS OF THE WORK 6.5.1 The City may occupy and use the Project, or portions thereof, in advance of Substantial Completion. If the City desires to exercise partial occupancy and use prior to Substantial Completion, the City shall provide written notice to the Design-Builder, and the Design-Builder shall cooperate with the City in making available for the City's use such Project services as heating, ventilating, cooling, water, lighting, will and telephone for space or spaces to be occupied, and if the equipment required to furnish such services is not entirely completed at the time the City desires to occupy and use the space or spaces, then the Design-Builder will make every rea.sonablc effort to complete that Work. 6.5.2 In the event of occupancy prior to Substantial Completion: 6.5.2.1 Within fourteen (14) days after receiving notice of the planned early occupancy, the Design-Builder will provide written notice to the City of the following: (i) the current condition of the space desired for early occupancy; (ii) the anticipated condition of the space at the date of anticipated early occupancy; (iii) a preliminary estimate of any potential additional costs, if any, as a direct or indirect result of the early occupancy; and (iv) a preliminary estimate of any potential impact to the Project Schedule, if any, as a result of the early occupancy. 6.5.2.2 If the early occupancy is necessitated by a delay in Substantial Completion beyond the scheduled date of Substantial Completion and is not the subject of a Change Order, DesignBuilder shall be responsible for all additional costs associated with the preparation of the space for the early occupancy. 6.5.2.3 The following conditions will apply to the spaces and/or equipment that are affected by the City's early occupancy: 6.5.2.3.1 A punch list will be assembled by the City, Design-Builder and its subcontractors, and an inspection of the affected space by the City will be accomplished prior to the start of early occupancy. 6.5.2.3.2 . Warranties of systems that are common to both the occupied and unoccupied parts of the Project will begin to run at the Warranty Commencement Date. 6.5.2.3.3 Risk of loss associated with the finished Work which the City occupies early transfers to the City at the start of the early occupancy. 6.5.2.3.4 As part of the Change Order for early occupancy, the Parties will agree and set forth in writing the scope and date of early occupancy, and what effect early occupancy will have on Liquidated Damages and insurance coverage. ARTICLE 7 [OMITTED ARTICLE 8 COMPENSATION AND COST OF THE WORK 8.01 GUARANTEED MAXIMUM PRICE (GMP) The GMP for the Project is $85,000,000. The City shall make payment to Design-Builder in accordance with the terms of this Agreement, including this Article 8, and as detailed in Exhibit 16 and 17. up to the amount of the respective GMP. The Design-Builder does not guarantee any specific line item provided as part of the GMP, but agrees that it will be responsible for costs of completing the Project that exceed the GMP, [as adjusted in accordance with this Agreement]. 8.02 COMPENSATION 8.2.1 DESIGN PHASE COMPENSATION The City shall compensate the Design-Builder for documented Design Services costs based on the hourly rates and terms provided in Exhibit 16, along with documented actual reimbursable costs to third-parties for pre-approved site investigation services, such as surveying, geotechnical and environmental analysis, without mark-up. Total compensation for Design Services cannot exceed 6.5% of the GMP. Design compensation shall be inclusive of all Design Services performed at any time during Project Schedule including any construction administration services performed by an architect or engineer. Architect/Engineer. Compensation for the costs of Design Services performed directly by Design-Builder Architects/Engineers will be computed separately from other Design-Builder compensation for work or services, and these costs shall be shown as separate items on applications for payment. If an Architect/Engineer is retained by the Design-Builder, the payments to the third-party Architect/Engineer shall be as detailed in a separate agreement between the Design-Builder and the Architect/Engineer. 8.2.2 CONSTRUCTION PHASE COMPENSATION Generally. The City agrees to pay the Design-Builder for the (i) Cost of the Work as defined in Article 2, this Article, and Exhibit 7, and (ii) the Design-Builder's Fee applied to specified portions of the Cost of the Work as designated below, all completed and recorded in the monthly application for payment. Notwithstanding anything to the contrary in the Contract Documents, Design-Builder shall provide the Cost of the Work at rates that are not higher than those eustomarily paid at the place of the Project except with the specific and express prior written consent of City and any costs exceeding such rates shall not be part of the Cost of the Work. Deposits. Unless otherwise approved in writing by the Commissioner, applications for payment may not include costs of deposits on materials and equipment. If City otherwise agrees to pay for a deposit that Design-Builder was required to place on material and equipment, approval of payment applications that include such deposits shall be conditioned on submission by the Design-Builder of a written acknowledgment from the manufacturer of the equipment or material that the deposit has been paid, or such other procedures satisfactory to the City to establish the proper payment of the deposit for which Design-Builder seeks payment. The applicable DesignBuilder Fee, if any, on the equipment or material in issue will not be payable until the City makes payment for the balance of the cost of the equipment or material and receives ownership of such material or equipment. 8.03 CONTINGENCY ALLOWANCE The GMP includes a Contingency allowance in the amount of , for purposes of covering unforeseen costs that are necessary for the completion of the Project and are included within the Cost of the Work. For circumstances requiring an expenditure of Contingency funds of $25,000 or more per instance, the Design-Builder must obtain written approval of the City prior to expenditure. City approval may not be unreasonably withheld. The Design-Builder shall provide the City weekly reports itemizing and documenting all expenditures whether actual or estimated from the contingency, fhe Parties agree that Contingency funds shall not be u.scd to fund any expenses that would otherwise not be included in the Cost of the Work. Expenditure of contingency fees is further subject to the processes set forth in Exhibit 17. ARTICLE 9 CHANGES IN THE WORK The Commissioner reserves the right to order, in writing, changes in the Design Documents, Work, or the Schedule without invalidating this Agreement and without prior notice to DesignBuilder's surety. Design-Builder is obligated to perform in a timely manner the changed Work included in the written notice from the Commissioner. These changes may consist of additions, deletions, or other revisions, at the discretion of the City. Changes in the Work may be accomplished, without invalidating this Agreement, by Change Order, Interim Directed Change, or a minor change in the Work, subject to the limitations stated in the Contract Documents. 9.01 CHANGE ORDER 9.1; 1 The City, via a proposed Change Order and without invalidating this Agreement, may order changes during the Design Phase or the Construction Phase to the Project Program of a material nature, to the Work, to the Schedule within the general scope of the Contract Documents consisting of additions, deletions or other revisions, or may reduce GMP; the GMP or the estimated Cost of the Work (and corresponding Design-Builder's Fee), compensation for Design Services, or the Date of Substantial Completion or the Date of Final Completion may be adjusted accordingly in accordance with this Article 9. The Design-Builder may also request changes in the Work and/or Schedule via a Proposed Change Order, which may be submitted to the City in the case of (a) pre-existing, concealed conditions of an unusual nature, which Design-Builder, in the exercise of the standard of care set forth in the Agreement, would not reasonably have been expected to discover during DesignBuilder's investigation during the Design Phase (b) the pre.sence of Flaztirdous Materials, (c) City directed changes as described in the preceding paragraph, or (d) delay, as further described below. If the Design-Builder is delayed at any time in the commencement or progress of the Work by any cause beyond the control of the Design-Builder, none of which are due to any fault, neglect, act or omission on the part of the Design-Builder, the Design-Builder's relief shall be limited to an equitable extension of the Date of Substantial Completion or the Date of Final Completion; provided, however, that Design-Builder has a duty to make best efforts to mitigate the effect of any such cause. Causes beyond the control of the Design-Builder are limited to the following: acts or omissions of the City, including changes in the Work or the sequencing of the Work ordered by the City; transportation delays not reasonably foreseeable; labor disputes not involving the Design-Builder; general labor disputes impacting the Project but not specifically related to the Worksite; fire; Terrorism; epidemics; adverse governmental actions, adverse weather conditions, significantly more severe than the norm; encountering Hazardous Materials; concealed or unknown conditions; or delay authorized by the City pending dispute resolution and suspension by the City under Paragraph 12.1. The Design-Builder shall process any requests for equitable extensions of the Date of Substantial Completion or the Date of Final Completion in accordance with the provisions of this Article 9 and Exhibit 5 Construction Phase Terms and Conditions. The extension of time releases and di.scharges the City, its employees, officials, agents and representatives from all claims for damages of whatever character, including any claims you may make on account of disruption, changes in sequence, interference, inefficiency, direct or indirect cost or any other causes of delay. 9.1.2 Any and all such changes described in this Section 9.1.1 shall be authorized by applicable Change Order, and shall be performed under the applicable conditions of the Contract Documents. No such changes, whether by way of alteration or addition to the Work, shall be the basis of an adjustment to the GMP or estimated Costs of the Work or Schedule, unless and until such alteration or addition has been authorized by a Change Order executed by the Commissioner and issued in strict compliance with the Contract Documents and Project Procedures. No course of conduct or dealings between the Parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that the City has been unjustly enriched by any alteration or addition to the Work, whether there is in fact or not any unjust enrichment to the Work, shall be the basis of any claim to an increase in the GMP or Schedule. 9.1.3 Each adjustment in the GMP or estimated Cost of the Work resulting from a Change Order shall clearly separate the amount attributable to compensation for Design Services, Cost of the Work (and corresponding Design-Builder's Fee). 9.1.4 The City and Design-Builder shall negotiate in good faith an appropriate adjustment to the GMP or the estimated Cost of the Work (and corresponding Design-Builder's Fee),' compensation lor Design Services, or the Date of Substantial Completion or the Date of Final Completion, and shall conclude these negotiations as expeditiously as possible. Acceptance of the Change Order and any adjustment in the GMP, the estimated Cost of the Work (and corresponding Design-Builder's Fee), compensation for Design Services, or the Date of Substantial Completion or the Date of Final Completion shall not be unreasonably withheld. 9.02 INTERIM DIRECTED CHANGE 9.2.1 The City may issue a written Interim Directed Change directing a Change in the Work prior to reaching agreement with the Design-Builder on the adjustment, if any, in the GMP, estimated Cost of the Work (and corresponding Design-Builder's Fee), the Date of Substantial Completion or the Date of Final Completion, and. if appropriate, the compensation for Design Services. Design-Builder must begin the changed Work upon receipt of such notice signed by the Commissioner. 9.2.2 The City and the Design-Builder shall negotiate expeditiously and in good faith for appropriate adjustments, as applicable, to the GMP, estimated Cost of the Work (and corresponding Design-Builder's Fee), the Date of Substantial Completion or the Date of Final Completion, and if appropriate the compensation for Design Services, arising out of Interim Directed Change. As the changed work is completed, the Design-Builder shall submit its costs for such work with the application for payment beginning with the next application for payment within thirty (30) Days of the issuance of the Interim Directed Change. Pending final determination of cost to the City, amounts not in dispute may be included in applications for payment and shall be paid by City. 9.2.3 When the City and the Design-Builder agree upon the adjustments in the GMP, estimated Cost of the Work (and corresponding Design-Builder's Fee), the Date of Substantial Completion or the Date of Final Completion, and if appropriate the compensation for Design Services, for a change in the Work directed by an Interim Directed Change, such agreement shall be the subject of an appropriate Change Order. The Change Order shall include all outstanding Interim Directive Changes issued since the last Change Order and be executed by the Parties. I 9.03 MINOR CHANGES IN THE WORK 9.3.1 The City and the Design-Builder may make minor changes in the design and construction of the Project consistent with the intent of the Contract Documents which do not involve an adjustment in the GMP, estimated Cost of the Work, the Design-Builder's Fee, the Date of Substantial Completion or the Date of Final Completion, and do not materially and adversely affect the design of the Project, the Project Program, the quality of any of the materials or equipment specified in the Contract Documents, the performance of any materials, equipment or systems specified in the Contract Documents, or the quality of workmanship required by the Contract Documents. 9.3.2 The Design-Builder shall promptly inform the City in writing of any such changes and shall record such changes on the Design-Build Documents maintained by the Design-Builder. 9.04 [OMITTED] 9.05 DETERMINATION OF COST 9.5.1 An increase or decrease in the GMP or estimated Cost of the Work resulting from a ehange in the Work shall be determined by one or more of the following methods: 9.5.1.1 unit prices set forth in this Agreement or as subsequently agreed; 9.5.1.2 a mutually accepted, itemized lump sum; 9.5.1.3 costs determined as defined Article 8; or 9.5.1.4 if an increase or decrease cannot be agreed to as set forth in Clauses 9.5.1.1 through 9.5.1.5 above, and the City issues an Interim Directed Change, the costs of the change in the Work shall be determined by the reasonable actual expense and savings of the performance of the Work resulting from the change. The Design-Builder shall maintain a documented, itemized accounting evidencing the expenses and savings. 9.5.2 If unit prices are indicated in the Contract Documents or are subsequently agreed to be the Parties, but the character or quantity of such unit items as originally contemplated is so different in a proposed Change Order that the original unit prices will cause substantial inequity to the City or the Design-Builder, such unit prices shall be equitably adjusted. 9.5.3 If the City and the Design-Builder disagree as to whether work required by the City is within the scope of the Work, the Design-Builder shall furnish the City with an estimate of the costs to perform the disputed work in accordance with the City's interpretations. If the City issues a written order for the Design-Builder to proceed, the Design-Builder shall perform the disputed work and the City shall pay the Design-Builder fifty percent (50%) of its actual, direct costs to perform the work. In such event, both Parties reserve their rights as to whether the work was within the scope of the Work. The City's payment docs not prejudice its right to be reimbursed should it be determined that the disputed work was within the scope of Work. The Design-Builder's receipt of payment for the disputed work does not prejudice its right to receive full payment for the disputed work should it be determined that the disputed work is not within the scope of the Work. 9.06 CLAIMS FOR ADDITIONAL COST OR TIME For any claim for an increase in the GMP, estimated Cost of the Work (and corresponding Design-Builder's Fee, if applicable), or the Date of Substantial Completion or the Date of Final Completion, the Design-Builder shall give the City written notice of the claim within twenty-one (21) Days after the occurrence giving rise to the claim or within twenty-one (21) Days after the Design-Builder first recognizes the condition giving rise to the claim, whichever is later. Except in an emergeney, notice shall be given before proceeding with the Work. Claims for design and estimating costs incurred in conneetion with possible changes requested by the City, but which do not proceed, shall be made within twenty-one (21) Days after the decision is made not to proceed. Thereafter, the DesignBuilder shall submit written documentation of its claim, including appropriate supporting documentation, within twenty-one (21) Days after giving notice, unless the Parties mutually agree upon a longer period time. The City shall respond in writing denying or approving the Design-Builder's claim that explains its decision no later than fourteen (14) Days after receipt of the Design-Builder's documentation of claim. Any change in the GMP, estimated Cost of the Work (and corresponding Design-Builder's Fee), the Date of Substantial Completion or the Date of Final Completion and if appropriate the compensation for Design Services, resulting from such claim shall be authorized by Change Order. 9.07 EMERGENCIES If an emergehcy affecting the safety of persons or property, the Design-Builder shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the GMP, estimated Cost of the Work (and corresponding Design-Builder's Fee), the Date of Substantial Completion or the Date of Final Completion, and if appropriate the compensation for Design Services, on account of emergency work shall be determined as provided in this Article. 9.08 ITEMS TMAT ARE NOT CHANGES TO THE WORK 9.8.1 It is understood and agreed that the Project and the Design Documents, as well as the Project Program, will be subject to further minor (as defined in Section 9.3.1) refinement, correction and detailing by the City and Design-Builder, and that the Design-Builder shall receive no additional compensation for any such minor refinement, correction or detailing that is contemplated to be a part of. or would reasonably be inferred to be a part of, the Work under this Agreement. Such minor refinements, corrections and detailing shall not constitute a change in the Work. 9.8.2 Notwithstanding anything in this Article 9 to the contrary, (i) no extension to the Schedule will be granted under this'Article for a delay caused wholly or in part by any fault, negligent act, failure to act, error, omission or breach of a material term of this Agreement by the DesignBuilder, the Architect/Engineer, design subconsultants, subcontractors or anyone else for whom the Design-Builder may be responsible; and (ii) no Change Order will be issued increasing the GMP or the Schedule in connection with any correction of errors, omissions, deficiencies or improper or Defective Work, including corrections in the Design Documents and Work to conform to applicable Building Code or other applicable laws, on the part of the Design-Builder, the Architect/Engineer, any design subconsultant, subcontractors or anyone else for whom the Design-Builder may be responsible in the performance of the Work. 9.09 CHANGES IN LAW In the event any changes in laws or regulations materially affecting the performance of the Work are enacted after either the date of this Agreement or the date a GMP Proposal is accepted by the City, whichever occurs later, the GMP, estimated Cost of the Work (and corresponding Design-Builder's Fee), the Date of Substantial Completion or the Date of Final Completion, and if appropriate the compensation for Design Services, shall be equitably adjusted by Change Order. ARTICLE 10 PAYMENT FOR WORK 10.01 DESIGN SERVICES Design-Builder must submit monthly invoices (in triplicate) to the City for labor and other direct costs as billed, as provided in Article 10, and in accordance with the rates and terms set forth in Exhibit 16. The invoices must be in such detail as the City requests. The City will process payment within 60 days after receipt of invoices and all supporting documentation necessary for the City to verify the Services provided under this Agreement. In the event that the City terminates the Agreement prior to completion of the Project pursuant to Section 12.06 of the Agreement, the City shall compensate the Design-Builder for performance of Design Services an amount not to exceed the lesser of: (a) Design-Builder's actual fees and costs, pursuant to the payment terms of the Agreement and in accordance with the rates set forth in Exhibit 16; or (b) the sum equivalent to the percentage of Design Services completed, as calculated based on (i) the completion percentages associated with each component of the Design Services in Exhibit 1A Design Services, applied to (ii) the maximum fee provided for performance of Design Services under the Agreement (6.5% of the GMP). In the event that the City exereises its right of early termination prior to issuance by the City of the notice to proceed to the Construction Phase, the Design-Builder shall be entitled to compensation for Preconstruction Services in accordance with the following:. 10.1.1 PRECONSTRUCTION SERVICES Design-Builder must submit monthly invoices in accordance with Exhibit 17 for the Preconstruction Services. During the Design Phase, notwithstanding that the Design-Builder submits invoices for Precontruction Services, the City shall have no obligation to compensate the Design-Builder for such services until the issuance of the notice to proceed to the Construction Phase, at which time the City shall compensate DesignBuilder for performance of the Preconstruction Services pursuant to Section 10.2, below. 10.02 CONSTRUCTION SERVICES PROGRESS PAYMENTS I 10.2.1 On the fifth Day of each month after the Construction Phase has commenced the DesignBuilder shall submit to the City an application for payment consisting of the Cost of the Work performed up to the last Day of the preceding month, along with a proportionate share of the Design-Builder's Fee. Prior to submission of the next application for payment, the DesignBuilder shall furnish to the City a statement accounting for the disbursement of funds received under the previous application. The extent of such statement shall be as agreed upon between the City and the Design-Builder. 10.2.2 Within seven (7) Days after receipt of each monthly application for payment, the City shall give written notice to the Design-Builder of the City's acceptance or rejection, in whole or in part, of such application for payment. Applications for payment must include lien waivers in ' arrears and all workforce participation compliance reporting as required by the City before funds will be released; Within sixty (60) Days after accepting such application, the City shall pay directly to the Design-Builder the appropriate amount for which application for payment is made, less amounts previously paid by the City. If such application is rejected in whole or in part, the City shall indicate the reasons for its rejection. If the City and the Design-Builder cannot agree on a revised amount then, within thirty (30) Days after its initial rejection in part of such application, the City shall pay directly to the Design-Builder the appropriate amount for those items not rejected by the City for which application for payment is made, less amounts previously paid by the City. Those items rejected by the City shall be due and payable when the reasons for the rejection have been removed. 10.2.3 10.2.4 The Design-Builder warrants and guarantees that title to all Work, materials and equipment covered by an application for payment, whether incorporated in the Project or not, will pass to the City upon receipt of such payment by the Design-Builder, free and clear of all liens, elaims, security interests or encumbrances, hereinafter referred to as liens. 10.2.5 The City's progress payment, occupancy or use of the Project, whether in whole or in part, shall not be deemed an acceptance of any Work not conforming to the requirements of the Contract Documents. 10.2.6 Upon Substantial Completion of the Work, the City shall pay the Design-Builder the unpaid balance of the (i) Construction Phase services, (ii) Design Services (if any) and (iii) the Design-Builder's Fee, less one-hundred fifty percent (150%) of the cost of completing any Lintlnished items as agreed to between the City and the Design-Builder as to extent and time for completion. The City thereafter shall pay the Design-Builder monthly the amount retained for unfinished items as each item is completed. 10.2.7 NO PAYMENT FOR STORED MATERIALS AND EQUIPMENT Unless approved in writing by the Commissioner, applications for payment may not include costs for materials and equipment not yet incorporated into the Work but delivered to and suitably stored onsite or offsite, including applicable insurance, storage and costs incurred transporting the materials to an offsite storage facility. If City so agrees to pay for stored material and equipment, approval of payment applications for stored materials and equipment stored onsite or offsite shall be conditioned on submission by the Design-Builder of bills of sale and proof of required insurance, or such other procedures satisfactory to the City to establish the proper valuation and protection of the stored materials and equipment, the City's title to such materials and equipment, and to otherwise protect the City's interests therein including transportation to the site. 10.03 RETAINAGE No retainage shall be'withheld by the City. As a matter of prompt payment to subcontractors as required by Section XIII.E of Exhibit 5, Design-Builder must not withhold retainage from Subcontractors in any form, including but not limited to administrative fees. 10.04 ADJUSTMENT OF DESIGN-BUILDER'S APPLICATION FOR PAYMENT The City may adjust or reject an application for payment or nullify a previously approved Design-Builder application for payment, in whole or in part, as may reasonably be necessary to protect the City from loss or damage based upon the following, to the extent that the Design-Builder is responsible under this Agreement for any of the following: 10.3.1 the Design-Builder's failure to perform the Work as required by the Contract Documents; 10.3.2 loss or damage arising out of or relating to this Agreement and caused by the DesignBuilder to the City or others to whom the City may be liable; 10.3.3 the Design-Builder's failure to properly pay the Architect/Engineer, Subcontractors or material suppliers for labor, materials, equipment or supplies furnished in connection with the Work, provided that the City is making payments to the Design-Builder in accordance with the terms of this Agreement; 10.3.4 Defective Work not corrected in a timely fashion; 10.3.5 reasonable evidence of delay in performance of the Work such that the Work will not be completed by the Date of Substantial Completion or the Date of Final Completion, and that the unpaid balance of the GMP is not sufficient to offset any direct damages that may be sustained by the City as a result of the anticipated delay cairsed by the Design-Builder; and 10.3.6 reasonable evidence demonstrating that the unpaid balance of the GMP is insufficient to fund the costs to complete the Work. 10.3.7 third parly claims involving the Design-Builder or rea.sonable evidence demonstrating that third-party claims are likely to be filed unless and until the Design-Builder furnishes the City with adequate security in the form of a surety bond, letter of credit or other collateral or commitment sufficient to discharge such claims if established. 10.3.8 No later than seven (7) Days after receipt of an application for payment, the City shall give written notice to the Design-Builder, at the time of disapproving or nullifying all or part of an application for payment, stating its specific reasons for such disapproval or nullification, and the remedial actions to be taken by the Design-Builder in order to receive payment. When the above reasons for disapproving or nullifying an application for payment are removed, payment will be promptly made for the amount previously withheld. 10.04 CITY OCCUPANCY OR USE OF COMPLETED OR PARTIALLY COMPLETED WORK 10.4.1 Portions of the Work that are completed or partially completed may be used or occupied by the City when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) or sureties consent to the occupancy or use, and (c) appropriate public authorities authorize the occupancy or use. The Design-Builder shall not unreasonably withhold consent to partial occupancy or use. The City shall not unreasonably ' refuse to accept partial occupancy or use, provided such partial occupancy or use is of value to the City. 10.05 FINAL PAYMENT 10.5.1 Final Payment, consisting of the unpaid balance under Section 10.1.6 and, if applicable, the unpaid balance of (i) the Cost of the Work, (ii) compensation for Design Services and (iii) the Design-Builder's Fee, shall be due and payable when the work is fully completed, and further subject to the satisfaction of requirements set forth in Exhibit 5. Before issuance of final payment, the Design-Builder shall provide satisfactory evidence that all payrolls, material bills and other indebtedness connected with the Work have been paid or otherwise satisfied, and all reporting requirements have been satisfied. 10.5.2 In accepting final payment, tbe Design-Builder waives all payment claims except those previously made in writing and which remain unsettled. 10.06 NO WAIVER OF RIGFITS BY CITY The City will not be precluded or estopped by any measurement, estimate or certificate made either before or after completion and acceptance of any Work and payment therefore, from showing the true amount and character of the Work performed and materials furnished by the Design-Builder, or from showing that any such measurement, estimate or certificate is untrue or incorrectly made, or that the Work or materials do not conform in fact to the Agreement. The City will not be precluded or estopped, notwithstanding any such measurement, estimate or certificate and payment in accordance therewith, from recovering from the Design-Builder and its sureties such damages as the City may sustain by reason of Design-Builder's failure to comply with the Agreement. Neither approval nor acceptance by the City, nor any payment for the whole or any part of the Work, will operate as a waiver of any portion of the Agreement, or of any power herein reserved or any right to damages herein provided. A waiver of any breach of the Agreement will not be held to be a waiver of any other or subsequent breach. ARTICLE 11 INDEMNITY, INSURANCE, BONDS 11.01 INDEMNITY Design-Builder must defend, indemnify, keep and hold harmless the City, its officers, representatives, elected and appointed officials, agents and employees (collectively, the "Indemnified Parties,") from and against any and all Losses (as defined below), arising out of or being in any way connected with the Design-Builder's performance under this Contract, except as otherwise provided in 740 ILCS 35 "Construction Contract Indemnification for Negligence Act" if it applies, including those related to: injury, death or damage of or to any person or property; any infringement or violation of any property right (including any patent, trademark or copyright); failure to pay or perform or cause to be paid or performed Contractors covenants and obligations as and when required under this Contract or otherwise to pay or perform its obligations to any subcontractor; and injuries to or death of any employee of DesignBuilder or any subcontractor under any workers compensation statute.. When 740 ILCS 35 applies, indemnification provided by the Design-Builder to the Indemnified Parties will be to the maximum extent permitted under applicable law. "Losses" means, individually and collectively, liabilities of every kind, including monetary damages and reasonable costs, payments and expenses (such as, but not limited to, court costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits, proceedings, fines, judgments or settlements, any or all of which in any way arise out of or relate to the negligent or otherwise wrongful errors, acts, or omissions of Design-Builder, its employees, agents and subcontractors. The Design-Builder will promptly provide, or cause to be provided, to the Commissioner and the Corporation Counsel copies of such notices as Design-Builder may receive of any claims, actions, or suits as may be given or filed in connection with the Design-Builder's performance or the performance of any Subcontractor and for which the Indemnified Parties are entitled to indemnification hereunder. At the City Corporation Counsel's option, Design-Builder must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving DesignBuilder of any of its obligations under this Contract. Any settlement must be made only with the prior written con.sent of the City Corporation Counsel, if the settlement requires any action on the part of the City. The Design-Builder shall be .solely responsible for the defense of any and all claims, demands, or suits against the Indemnified Parties, including without limitation, claims by an employee, subcontractors, agents, or servants of Design-Builder even though the claimant may allege that the Indemnified Parties were in charge of the work or service performed under the Contract, that it involves equipment owned or furnished by the Indemnified Parties, or allege negligence on the part of the Indemnified Parties. The City will have the right to require Design-Builder to provide the City with a separate defense of any such suit. To the extent permissible by law, Design-Builder waives any limits to the amount of its obligations to indemni fy, defend or contribute to any sums due to third parties arising out of any Losses, including but not limited to any limitations on Design-Builder's liability with respect to a claim by any employee of Design-Builder arising under the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as, Kotecki v. Cyclops Welding Corporation, 146 111. 2d 155 (1991)). The City, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other statute. The indemnities in this section survive expiration or termination of this Contract for matters occurring or arising during the term of this Contract or as the result of or during the DesignBuilder's performance of work or services beyond the term. Design-Builder acknowledges that the requirements set forth in this section to indemnify, keep and save harmless and defend the City are apart from and not limited by the Design-Builder's duties under this Contract, including the insurance requirements set forth in the Contract. 11.02 DESIGN-BUILDER'S INSURANCE The insurance coverage that Design-Builder is required to carry pursuant to this Agreement is as set forth in Exhibit 10, "Insurance Requirements," attached hereto and incorporated by reference herein. 11.03 ROYALTIES, PATENTS AND COPYRIGHTS The Design-Builder shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted materials, methods or systems selected by the Design-Builder and incorporated in the Work. The Design-Builder shall defend, indemnify and hold the City harmless from all suits or claims for infringement of any patent rights or copyrights arising out of any patented or copyrighted materials, methods or systems specified by the City. 11.04 BONDING 11.5.1 Performance and Payment Bonds are required of the Design-Builder. Design-Builder must deliver to the Commissioner a performance and payment bond in the amount of 100% of GMP. The performance bond must comply with the provisions of 30 ll.CS 550/1 et.seq., as amended, and of § 2-92-030 of the Municipal Code, as amended. It must also be in the form of the performance and payment bond form as specified by the City. The surety or sureties issuing the bond must be acceptable to the Comptroller and must have a Best's Key Rating Guide of "B+," Class XI or greater and be listed in the most recently published "Listing of Approved Sureties" of the U.S. Department of the Treasury Circular 570, with underwriting limitations in excess of the Contract Price, fhe bond must cover the warranty period required by the Contract. 11.5.2 Such Performance Bond shall be issued in the penal sum equal to one-hundred percent (100%) of the GMP. Such Performance Bond shall cover the cost to complete the Work, but shall not cover any damages of the type specified to be covered by the insurance pursuant to Paragraph 11.2 and Paragraph 11.3, whether or not such insurance is provided or is in an amount sufficient to cover such damages. 11.5.3 The penal sum of the Payment Bond shall equal the penal sum of the Performance Bond. The Design-Builder's Payment Bond for the Project, if any, shall be made available by the City for review and copying by the Subcontractor. 11.5.4 Any increase in the GMP Price that exceeds 10% of the aggregate shall require a rider to Bonds increasing penal sums accordingly. Up to such 10% amount, the penal sum of the bond shall remain equal to 100% of the GMP or as otherwise provided in Subparagraph 11.7.2. The Design-Builder shall endeavor to keep its surety advised of changes within the scope of the initial Agreement potentially impacting the GMP or the Dates or Substantial Completion or Final Completion, though the Design-Builder shall require that its surety waives any requirement to be noti fied of any alteration or extension of time. 11.06 LIMITED MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES (a) The City and the Design-Builder agree to waive all claims against each other for any consequential, incidental, exemplary, or punitive damages that may arise out of or relate to this Agreement, except with respect to any such damages identified in Paragraph (b) below. The City agrees to waive consequential, incidental, exemplary, or punitive damages, including but not limited to the City's loss of use of the Project, loss of employee time or productivity, loss of reputation, or insolvency. The Design-Builder cigrees to waive consequential, incidental, exemplary, or punitive damages including but not limited to loss of business, loss of financing, principal office overhead and expenses, loss of profits, loss of bonding capacity, loss of reputation, or insolvency. The provisions of this Paragraph shall also apply to the termination of this Agreement and shall survive such termination. (b) The following items of damages are not included in City's waiver of Consequential Damages; (i) direct damage or destruction of City property caused by Design-Builder; or (ii) injury or deatb of any person caused by Design-Builder; or (iii) the remedy of cost of cover as expressly set forth in this Agreement; or (iv) third-party claims relating to Design-Builder's indemnification obligations under Section 11.1; (v) damages resulting from Design-Builder's willful misconduct or gross negligence; (vi) liquidated damages in Paragraph 6.4; and (vii) any losses covered by insurance required by the Contract Documents. (c) The City and the Design-Builder shall require similar waivers in contracts with Subcontractors and others retained for the Project. ARTICLE 12 SUSPENSION AND TERMINATION OF THE AGREEMENT AND CITY'S RIGHT TO PERFORM DESIGN-BUILDER'S RESPONSIBILITIES 12.01 SUSPENSION BY THE CITY FOR CONVENIENCE 12.1.1 The City may order the Design-Builder in writing to suspend, delay or interrupt all or any part of the Work without cause for such period of time as the City may determine to be appropriate for its convenience. 12.1.2 Adjustments for such suspension, delay or interruption shall be made for increases in the GMP, compensation for Design Services, estimated Cost of the Work (and corresponding Design-Builder's Fee), or the Date of Substantial Completion or the Date of Final Completion, in accordance with Article 9. No adjustment shall be made if the Design-Builder is or otherwise would have been responsible for the suspension, delay or interruption of the Work, or if another provision of this Agreement is applied to render an equitable adjustment. 12.02 EVENTS OF DEFAULT 12.2 In addition to any breach of contract and events of default described within the Agreement, the following constitute an event of default: 12.2.1 Any material misrepresentation, whether negligent or willful and whether in the inducement or in the performance, made by Design-Builder to the City. '12.2.2 Design-Builder's material failure to perform any of its obligations under this Agreement, including the following; 12.2.2.1 Failure to perform the Work with sufficient personnel and equipment or with sufficient material to ensure the timely performance of the Work, or failure to timely perform the Work 12.2.2.2 Failure to have and maintain all professional licenses required by law to perform the Services; 12.2.2.3 Failure to perform the Work in a manner reasonably satisfactory to the Commissioner, or inability to perform the Work satisfactorily, as a result of in.solvency, filing for bankruptcy or assignment for the benefit of creditors; 12.2.2.4 Failure to promptly re-perform, as required, within a reasonable time and at no cost to the City, Work that are rejected as erroneous or unsatistactory; 12.2.2.5 Discontinuance of the Work for reasons within Design-Builder's reasonable control; 12.2.2.6 Failure to update promptly EDS(s) furnished in connection with this Agreement when the information or responses contained in it or them is no longer complete or accurate; 12.1.2.7 Failure to comply with any other term of this Agreement, including the provisions concerning insurance and nondiscrimination; and 12.2.2.8 Any change in ownership or control of Design-Builder without the prior written approval of the Commissioner, which approval the Commissioner will not unreasonably withhold. 12.2.3 Design-Builder's default under any other Agreement it may presently have or may enter into with the City during the life of this Agreement. Design-Builder acknowledges and agrees that in the event of a default under this Agreement the City may also declare a default under any such other agreements. 12.2.4 Design-Builder's repeated or continued violations of City ordinances unrelated to performance under the Agreement that in the opinion of the Commissioner indicate a willful or reckless disregard for City laws and regulations. 12.2.5 Design-Builder's use of a subcontractor that is currently debarred by the City or otherwise ineligible to do business with the City. 12.2.6 Cure or Default Notiee The occurrence of any event of default permits the City, at the City's sole option, to declare Design-Builder in default. The Commissioner will give Design-Builder written notice of the default, either in the form of a cure notice ("Cure Notice"), or, if no opportunity to cure will be granted, a default notice ("Default Notice"). If a Cure Notice is sent, the Commissioner may, in his sole discretion, give Design-Builder an opportunity to cure the default within a specified period of time, which will typically not exceed 30 days unless extended by the Commissioner. The period of time allowed by the Commissioner to cure will depend on the nature of the event of default and the Design-Builder's ability to cure. In some circumstances the event of default may be of such a nature that it cannot be cured. Failure to cure within the specified time may result in a Default Notice to the Design-Builder. Whether to issue the Design-Builder a Default Notice is within the sole discretion of the Commissioner and neither that decision nor the factual basis for it is subject to review or challenge under the disputes provision of this Agreement If the Commissioner issues a Default Notice, the Commissioner will also indicate any present intent the Commissioner may have to terminate this Agreement. The decision to terminate is final and effective upon giving the notice. If the Commissioner decides not to terminate, this decision will not preclude the Commissioner from later deciding to terminate the Agreement in a later notice, which will be final and effective upon the giving of the notice or on such later date set forth in the Default Notice. When a Default Notice with intent to terminate is given, Design-Builder must discontinue any Work, unless otherwise directed in the notice. 12.03 CffY'S REMEDIES Upon an event of default, the City may invoke any remedies at law or in equity, and including any or all of the following remedies: 12.3.1 The right of set off against any payments due or to become due to the Design-13uilder. 12.3.2 The right to take over and complete the Work, or any part thereof, either directly or through others. The City may exercise its right to take assignment of any or all of the DesignBuilder's subcontracts, material and equipment to complete the Work. In the event a collateral assignment has not been executed, then Design-Builder will execute, or cause to be executed, any assignment, agreement or other document which may be necessary, in the sole opinion of the City's legal counsel, to evidence or effect compliance with this provision. The Design-Builder will promptly deliver such documents upon the City's request. In the case of any subcontractor so assigned and accepted by the City, the Design-Builder will remain liable to the subcontractor for any payment already invoiced to and paid by the City, and for any claim, suit or cause of action based on or the result of any fault, negligent act, failure to act, error, omission, fraud, willful or intentionally tortious conduct, or any other act or omission, or breach of the Agreement by the Design-Builder, its officers, employees, agents and other subcontractors, arising prior to the date of assignment to the City, when such claim, suit or cause of action has not been discharged, disposed of, or otherwise resolved as of that date. The Design-Builder shall include the requirements of this paragraph in each of its subcontracts. The City's right to take over and complete the Work shall include the City's right to use material and equipment, whether owned or leased, which is within the scope of the Work or necessary for the completion thereof which has been paid for by the City, whether located on or off the Project Site. The Design-Builder will receive no further payment, if any, until the Work is completed. 12.3.3 In the event of termination, all costs and charges incurred by the City, together with any cost of completing the Work, will be deducted from any moneys due or which may become due to the Design-Builder. In case the expense so incurred by the City will be less than the sum which would have been payable under the Agreement, if it had been completed by the DesignBuilder and had not been forfeited by the Design-Builder, then the Design-Builder will be entitled to receive the difference, subject to any claims or liens thereon, which may have been filed or any prior assignment filed with the City. In case the expense incurred by the City will exceed the sum which would have been payable under the Agreement, the Design-Builder and its surety will be liable and will pay to the City the amount of such excess. 12.3.4 The right to terminate the Agreement as to any or all Work yet to be performed. 12.3.5 The right of limited specific performance as identified below: 12.3.5.1 Immediate transfer of title and delivery of permanent equipment or materials; 12.3.5.2 Immediate delivery and transfer of software, software licenses, project-related data files/data bases, and other intellectual property rights; 12.3.5.3 Immediate assignment of purchase orders and leases; 12.3.5.4 Reasonable access to Key Personnel, who do not necessarily have to be physically present in Chicago. 12.3.6 The right of money damages, including, but not limited to. all expert witness or other con.sultant fees, and court costs, which the City may incur in connection with any claim, suit or action based upon, related to or arising from, directly or indirectly, an event of default hereunder. 12.3.7 The right to withhold all or any part of Design-Builder's compensation. 12.3.8 The right to deem the Design-Builder (including any partners, in the event DesignBuilder is a joint venture, or members, in the event Design-Builder is a limited liability corporation) non-responsible in future procurements by the City. .12.3.9 The right to take over the Work, or contract with another design-builder, including, but not limited to, any subcontractors, and hold Design-Builder liable for any amounts paid for such Work above what the City would have paid the Design-Builder for that same Work. DesignBuilder will assign any of its subcontracts to the City that the City may request. 12.3.10 The right to declare Design-Builder (including any partners, in the event Design-Builder is a joint venture, or members, in the event Design-Builder is a limited liability corporation) in default under other contracts Design-Builder has with the City. 12.04 NON-EXCLUSIVITY The remedies under the terms of this Agreement are not intended to be exclusive of any other remedies provided, but each and every remedy will be cumulative and will be in addition to any other remedies existing now or hereafter at law, or in equity. No delay or omission to exercise any right or power accruing upon any event of default will impair any such right or power, nor will it be construed as a waiver of any event of default or acquiescence therein, and every such right and power may be exercised from time to time and as often as the City may deem expedient. 12.05 COURT DETERMINATION OF WRONGFUL TERMINATION In the event a court of competent jurisdiction determines that the City's termination for cause was wrongful, such termination shall be deemed a termination without cause under Paragraph 12.6 and the terms of Paragraph 12.6 will apply. 12.06 TERMINATION BY CITY WITHOU f CAUSE The City may terminate this Agreement, in whole or in part, at any time by a notice in writing from the City to the DesignBuilder. The effective date of termination will be the date the notice is received by the DesignBuilder or the date stated in the notice, whichever is later. After the notice is received, the Design-Builder must restrict its activities, and those of its Subcontractors, to activities pursuant to direction from the City. With the exception of demobilization costs, no costs incurred after the effective date of the termination are allowed unless the termination is partial. Design-Builder is not entitled to any anticipated profits on services, work, or goods that have not been provided, fhe payment so made to the Design-Builder is in full .settlement for all services, work or goods satisfactorily provided under this Agreement prior to the date oi" termination. If the Design-Builder disputes the amount of compensation determined by the City to be due Design-Builder, then the Design-Builder must initiate dispute settlement procedures in accordanee with the disputes provision. As a condition of receiving the payments provided under this Article 12, the Design-Builder shall cooperate with the City by taking all steps necessary to accomplish the legal assignment of the Design-Builder's rights and benefits to the City, including the execution and delivery of required papers. ARTICLE 13 DISPUTE MITIGATION AND RESOLTUION 13.01 GENERAL Compliance with the provisions in this Article 13 is a precondition to seeking judicial review of an adverse decision of the Chief Procurement Officer. Design-Builder must not withhold performance of and must prosecute any Work required by the Commissioner while DesignBuilder's claim, including judicial resolution, if any, is pending. Design-Builder must prosecute all of Design-Builder's Work including any disputed Work with the same diligence and effort as if no dispute existed. Neither the Chief Procurement Officer's determination, nor the continued performance by either party, constitutes an admission as to any factual and/or legal position in connection with the dispute or a waiver of any rights under the Agreement. 13.02 CLAIMS 13.2.1 This provision applies to all claims under this Agreement, including those for time, money, or both. 13.2.2 Procedures. Within 14 days after a basis for claim arises, Design-Builder must submit Design-Builder's claim in writing to the City's resident engineer or its project manager ("Commissioner's Representative). This written claim to the Commissioner's Representative will constitute "notice" to the City for purposes of determining initial timeliness of the claim; oral notice is insufficient. If Design-Builder and the Commissioner's Representative are unable to promptly (depending upon the complexity of the matter) resolve the claim, Design-Builder must forward Design-Builder's claim in writing to the Commissioner together with the documents listed in (a) through (d) below (collectively, "Design-Builder's documents"). DesignBuilder must include: a. A general statement of the basis for the claim, b. Reference to the applicable Agreement provisions, c. All records that support the claim, and d. All documents that relate to it, such as correspondence, and that are reasonably necessary for the Commissioner to resolve the claim. It is Design-Builder's responsibility to furnish Design-Builder documents to the Commissioner at the time Design-Builder forwards the claim, as, with or without the supporting documentation, the Commissioner has 30 days to respond in writing to Design-Builder after he has received the claim. Incomplete information may result in an adverse response. The respon.se may be in the form of a Contract Modification or Change Order. The Commissioner will provide within 30 Days a written respon.se to the Design-Builder's documents. The Commissioner may, at his sole option, forgo the opportunity to respond directly to Design-Builder's claim by referring it with ail Design-Builder documentation and a Request for Resolution of Dispute to the Chief Procurement Officer and supplying such additional documentation as the Chief Procurement Officer may require. If the Commissioner does not render a "final decision of the Commissioner" within the prescribed time frame, then the Claim should be deemed denied by the Commissioner. 13.03 Disputes 13.3.1 Invoking Dispute Resolution Procedures. If Design-Builder disputes the Commissioner's resolution or denial of Design-Builder's claim, Design-Builder has 15 days to forward DesignBuilder's claim and Design-Builder's documentation to the Chief Procurement Officer indicating that Design-Builder is requesting resolution of a dispute and showing that Design-Builder has complied with the preceding claims procedures. The 15-day period to invoke dispute resolution by the Chief Procurement Officer is counted from the date the Commissioner's written resolution was sent to Design-Builder 13.3.2 Waiver. If Design-Builder fails to file a Request for Resolution of Dispute with the Chief Procurement Officer within the 15-day period Design-Builder will have waived Design-Builder's claim, the right to make the claim later, and the right to dispute its resolution or denial. 13.3.3 Dispute Procedures. Once the dispute resolution procedures are invoked, the Chief Procurement Officer will proceed to a final and binding decision under such rules and regulations as he from time to time promulgates. A eopy of those rules and/or regulations is available through the Department of Procurement Services. The Chief Proeurement Offieer's decision will be implemented through a Contract Modification or Change Order, if required, that will be made a part of the Agreement with Design-Builder's signature or without it should Design-Builder refuse to sign the Contract Modification. If either Design-Builder or the Commissioner disagree(s) with the decision of the Chief Procurement Officer, the exelusive remedy is judieial review by a common law writ of certiorari. Unless such review is sought within 35 days of receipt of the Chief Procurement Officer's decision, all rights to seek judicial review are waived. ARTICLE 14 MISCELLAENOUS PROVISIONS 14.01 ASSIGNMENT Neither the City nor the Design-Builder shall assign its interest in this Agreement without the written consent of the other. The terms and eonditions of this Agreement shall be binding upon both Parties, their partners, suceessors, assigns and legal representatives. If either Party attempts to make such an assignment, that Party shall nevertheless remain legally responsible for all obligations under the Agreement, unless otherwise agreed by the other Party. 14.02 GOVERNING EAW This Agreement is governed in accordance with the laws of the State of Illinois without regard to choice of law principles. Design-Builder irrevocably submits, and will cause its Subcontractors to submit, to the original jurisdiction of those State or Federal courts located within the County of Cook, State of Illinois, with regard to any controversy arising out ol~, relating to, or in any way concerning the execution or performance of this Agreement. Design-Builder consents to service of process on Design-Builder, at the option of the City, cither by registered or certified mail addressed to the applicable office as provided for in this Agreement, by registered or certified mail addressed to the office actually maintained by DesignBuilder, or by personal delivery on any of Design-Builder's officers, directors, or managing or general agents. 14.03 SEVERABILITY The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. 14.04 NO WAIVER OF PERFORMANCE The failure of either Party to insist, in any one or more instances, on the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right with respect to further performance. Whenever under this Agreement a Party, by a proper authority, waives performance by the other Party in any respect, or waives a requirement or condition to either the City's or Design-Builder's performance, the waiver so granted, whether express or implied, only applies to the particular instance and is not a waiver forever or for subsequent instances of the performance, requirement or condition. No such waiver is a modification of this Agreement regardless of the number of times the either Party may have waived the performance, requirement or condition. 14.05 JOINT AND SEVERAL LIABILITY If Contractor, or its successors or assigns, if any, is comprised of more than one individual or other legal entity (or a combination of them), then under this Agreement, each and without limitation every obligation or undertaking in this Agreement to be fulfilled or performed by Contractor is the joint and several obligation or undertaking of each such individual or other legal entity. 14.06 TITLES AND GROUPINGS The titles given to the articles of this Agreement are for ease of reference only and shall not be relied upon or cited for any other purpose. The grouping of the articles in this Agreement and of the City's specifications under the various headings is solely for the purpose of convenient organization and in no event shall the grouping of provisions, the use of paragraphs or the use of headings be construed to limit or alter the meaning of any provisions,. 14.07 .lOlN'f DRAFTING The Parties to this Agreement e.xpressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either Party, abut shall be construed in a neutral manner. CON TRACT SIGNATURE PAGE Contract No. Specification No. Vendor Name: Total Amount (Value): Fund Chargeable: CONTRACTOR: By: Name: Its: Attest: State of County of This instrument was acknowledged before me on this as President (or as Secretary of day of , 20 by other authorized officer) and (Corporation Name). (Seal) Notary Public Signature Commission E.xpires: CITY OF CHICAGO Commissioner of Fleet and Facility Management Date EXHIBIT 1 PROJECT PROGRAM [Exhibit 1 Program Summary EXHIBIT lA DESIGN SERVICES Performance of Design Services [Must perform Phase 1, 2 and 3 A/E services, as described below...] References to percentages, below, represent the percent completion of Design Services for purposes of calculating payment in the event the City exercises its right of early termination, as such payment is further described in Section 10.1 of the Agreement. ENVIRONMENTAL AND SUSTAINABILITY CONSIDERATIONS % As part of the Design Services, the Design-Builder is responsible for ensuring Project design incorporates green, energy efficient, and sustainable building systems and materials and utilizes construction best practices as well as achieve basic LEED Certification, where applicable, or equivalent certifications for similar use type. PROGRAM CONSULTING % As part of the Design Services, the Design-Builder is responsible for performing an evaluation of the Project Program, including reviewing all the information provided by the City in the RFP, to ascertain any additional information the Design-Builder requires in order to fulfill the requirements of the Program in the performance of the Design Services. Additionally, the Design-Builder must also provide to the City a preliminary evaluation of the site with regard to utilities, soil conditions (both environmental and geotechnical), access, traffic, drainage, parking, building placement and other considerations affecting the building, the environment and energy use, as well as information regarding applicable governmental laws, regulations and requirements. Upon acceptance and approval by the City, such Preliminary Evaluation shall be included in Exhibit 4, Design Development Phase Documents TESTING % Design-Builder shall perform any testing or analyses it deems necessary or appropriate, in the exercise of its professional standard of care, in order to complete the Project in accordance with the Contract Documents, and on or prior to the Date of Final Completion and for a sum not to exceed the GMP. CONTRACf ADMINISTRATION [TBD] % Throughout the Design Phase, the Parties shall meet, at a minimum, twice weekly, or more often, as deemed necessary, in order that the Design-Builder may complete the Design Phase deliverables by the milestone dates established in the Project Schedule. The Parties acknowledge the intent that the Design Phase proceed iteratively, and that input of the City will be provided on an ongoing basis, such that upon submission of the Design Documents by Design-Builder for approval by the City, the City's requirements, as set forth in (and as may be subsequently refined), the Project Program, as well as the Agreement, will have been addressed and met within the Design IDocuments. In addition, the Parties further agree to the following processes during the f^esign Phase Services to further the above-stated goals: lAhibit I Proiiiani Summary PERMITTING AND UTILITY COORDINATION % Design-Builder shall be responsible for performing the following services pertaining to permitting and Utility Coordination: Design Phase Services Deliverables PRELIMINARY SCHEDULE The Design-Builder shall prepare a preliminary schedule of the Work for the Construction Phase portion of the Project. The City shall provide written approval of milestone dates established in the preliminary schedule of the Work. The schedule shall show the activities of the City, the Architect/Engineer and the Design-Builder necessary to meet the City's completion requirements. The schedule shall be updated periodically with the level of detail for each schedule update reflecting the information then available. If an update indicates that a previously approved schedule will not be met, the Design-Builder shall recommend corrective action to the City in writing. PRELIMINARY BUDGET ESTIMATE The Design-Builder shall prepare a pr,eliminary budget estimate for the Construction Phase, utilizing area, volume or similar conceptual estimating techniques, in order to prepare a budget incorporating estimated costs for major cost categories, as mutually agreed by the Parties. The estimated budget shall be consistent with the JPSTC GMP and the Commercial Buildings GMP. The estimate shall be updated periodically with the level of detail for each estimate update reflecting the information then available. Upon acceptance and approval by the City such preliminary estimate shall be included in Exhibit , SCHEMATIC DESIGN DOCUMENI S As part of the Design Services, the Design-Builder is responsible for preparing and finalizing Schematic Design Documents for the City's written approval, based on the agreed upon Preliminary Evaluation, including for any change in scope during Construction Phase. Schematic Design Documents include drawings, outline specifications and other conceptual documents illustrating the Project's basic elements, scale, and their relationship to the Worksite. One set of these documents shall be furnished to the City. When the Design-Builder submits the Schematic Design Documents, the Design-Builder shall identify in writing all material changes and deviations that have taken place from the Design-Builder's Preliminary Evaluation, schedule and estimate. The Schematic Design Documents have been accepted and approved by the City and are included in Exhibit 4, Design Documents/Specifications. The Design-Builder shall update the preliminary schedule and estimate based on the Schematic Design Documents. Two sets (full size) of these documents must be furnished to the City for the Project. PLANNING PERMl'fS As part of the Design Services, the Design-Builder is responsible for obtaining all planning permits and shall be exempt from paying for any planning permits and City inspection fees necessary for the construction of the Project. F.xhibil I Pi'om-am Siiminarv DESIGN DEVELOPMENT DOCUMENTS As part of the Design Services, the Design-Builder is responsible for preparing Design Development Documents based on the approved Schematic Design Documents for the Project. The Design Development Documents shall further define the Project including drawings and outline specifications fixing and describing the Project size and character as to site utilization, and other appropriate elements incorporating the structural, architectural, mechanical and electrical systems. When the Design-Builder submits the Design Development'Documents, the Design-Builder shall identify in writing all material changes and deviations that have taken place from the Schematic Design Documents. Two sets (full size) of these documents must be furnished to the City for the Project. CONSTRUCTION DOCUMENTS The Design-Builder shall submit for the City's written approval Construction Documents based on the approved Design Documents for the Project. The Construction Documents shall set forth in detail the requirements for construction of the Work, and shall consist of drawings and specifications based upon local. State and Federal codes, laws and regulations enacted at the time of their preparation and Construction of the Project. When the Design-Builder submits the Construction Documents, the Design-Builder shall identify in writing any and all material changes and deviations that have taken place from the Design Documents. Construction shall be in accordance with these approved Construction Documents, 'fwo sets (full size) of these documents shall be furnished to the City prior to issuance by the City of the Notice to Proceed. SCHEDULE OF THE.WORK The Design-Builder shall prepare and submit a Schedule of Work for the City's acceptance and written approval as to milestone dates for performance of Construction Services, which milestone dates shall also include submissions of updated Schedules C-1 and D-1, in conformance with Exhibit 6, prior to City's issuance of the notice to proceed. This schedule shall indicate the dates for the start and completion of the various stages of the Work, including the dates when information and approvals are required from the City. The Schedule of Work may only be revised pursuant to Article 9 or via a Contract Modification as required by the conditions of the Work and subject to the written approval of the City. Procedures for Contract Modifications are in Exhibit 5. Upon the written approval of the City, the Schedule of Work, as may be modified, will be deemed incorporated in the Agreement in Exhibit 6. The Schedule of Work shall allow for a reasonable length of time for City approvals, commensurate with the nature of the Work or the Deliverable for which the City approval is required. Baseline Schedule of Work. The baseline Schedule of Work shall be in the format of a critical path method precedence diagram (both bar chart and graphic network formats), fhe City will review the baseline Schedule of Work and provide comments regarding the logic, sequence, duration of work activities or level ofdetail of the number, description and/or division of work activities, fhe Design-Builder shall have ten (10) days from the receipt of the City's comments to revise and resubmit the baseline Schedule. DE'fAlLED PRO.IECT BUDGET E.xhibit I Pioszraiii Siininuirv Upon acceptance of the Design Documents and prior to the City's issuance of the Notice to Proceed, the Design-Builder will submit the Detailed Project Budget to the City. Schedule Cs and Ds Exhibit I Pioiirom Siimmarv EXHIBIT lB PRECONSTRUCTION PHASE SERVICES Exhibit 1 Program Summary EXHIBIT 2 REQUEST FOR PROPOSALS [INCORPORATED BY REFERENCE] Request for Proposals (RFP): Design and Build of Joint Public Safety Training Academy Issued on May 31, 2018 And available on Chicago Infrastructure Trust Website at: Exhibit 2 Request for Proposal EXHIBIT 3 Exhibit 3 EXHIBIT 4 DESIGN Exhibit 4 Design Documents and Speci?cations EXHIBIT 5 BOOK 1 - CITY OF CHICAGO STANDARD TERMS AND CONDITIONS FOR DESIGN AND CONSTRUCTION BOOK1 TERMS AND CONDITIONS FOR CONSTRUCTION CITY OF CHICAGO DEPARTMENT OF FLEET AND FACILITY MANAGEMENT RAHM EMANUEL MAYOR Issued by the DEPARTMENT OF FLEET AND FACILITY MANAGEMENT DAVID REYNOLDS COMMISSIONER City Funding August 2017 (The City may from time to time revise these terms and conditions) TABLE OF CONTENTS I. GENERAL PROVISIONS A. Acronyms I B. Definitions 1 C. Usage and Contract Interpretation D. Severability 4 5 II. PROJECT ORGANIZATION 5 A. The Commissioner 5 B. CONTRACTOR Error! Bookmark not deflned. III. CONTRACTOR'S OBLIGATIONS ^ A. Contractor B. Subcontractors? C. Site Conditions and Inspection D. Cleaning Up 9 E. Contractor's Warranties and Representations 10 5 5 8 IV. PROPERTY 12 A. Ownership of Property 12 B. Ownership of Detailed Specifications and Other Contract Documents C. Right of Entry 13 D. Damage to City Property E. Right to Occupy Before Substantial Completion 14 F. Final Completion and Acceptance of the Work 14 14 V. SHOP DRAWINGS, PRODUCT DATA, RECORDS AND SAMPLES A. Contractor's Responsibilities and Submittal Procedures B. Review by the Commissioner 18 C. Source of Materiiils 19 D. Record Documents 19 E. Record Drawings 19 F. Record Shop Drawings and Product Data G. Construction Progress Photographs 20 H. Instructions, Parts List and Operation and Maintenance Manuals City Funded Exhibit 5 Cont. 12 16 16 19 I. General Provisions 20 1. Adjustment of Equipment 21 J. Project Account Records 21 VI. ASSIGNMENT 23 A. Assignment of Contract by Contractor 23 B. Assignment of Funds or Claims by Contractor C. Assignment of Contract by City D. Assigns E. Requests to Subcontract 23 23 23 23 VII. QUALITY OF WORKMANSHIP, EQUIPMENT AND MATERIALS A. Standard of Performance B. Correction of Work C. Materials and Equipment 24 D. Substitution of Materials 25 E. Warranties 23 23 26 VIII. PERSONNEL 27 A. Competency of Workers B. Supervision and Superintendence C. Contractors Project Personnel27 D. Key Personnel 27 E. Prevailing Wage Rates F. "Living Wage" G. Minimum Wage, Mayoral Executive Order 2014-1 29 H. Employment Preferences Fl. Working hours in city contracts 27 27 28 28 30 32 IX. PERMITS AND LICENSES 33 A. Contractor Obtains Permits B. Contractor Pays Permit Fees 33 C. Occupancy Placard and Fees 33 33 X. COORDINATION WITH OTHER CITY DEPARTMENTS A. Water System Work and Usage B. Sewer System Work 33 C. Parking Meter Removal and Replacement D. 1 rafllc and Parking Sign Removal and Replacement34 E. Trees 35 City Funded Exhibit 5 Cont. 23 33 34 I. General Provisions 33 F. Demolition 35 XI. SCHEDULE 35 A. Time 35 B. Progress Schedule C. Construction Operations Plan 36 D. Critical Path Method ("CPM") Schedule E. Recovery Schedule F. Time for Completing Punch List G. No Damages for Delay; Extensions of Time 41 H. Suspension of Work 42 I. Liquidated Damages 42 36 37 40 41 XII. MEETINGS 43 A. Pre-Construction Meeting 43 B. Weekly Review Meetings 43 C. Monthly Review Meetings 44 XIII. PAYMENTS 44 A. Contract Price 44 B. Procedure for Monthly Payment Requests and Final Payment C. Payment for Stored Material 46 D. RETAINAGE E. Prompt Payment to Subcontractors F. Payments Withheld G. Payment for Changes 52 II. Night, Sunday and Holiday Work I. Acceleration 58 J. Payroll Canvass Reports K. Electronic Ordering And Invoices 47 - 47 50 57 58 58 XIV. CHANGES IN THE WORK A. City's Right to Change Work 59 B. Contractor's Reque.st 59 C. Contract Modification59 D. Contractor's Release 59 E. Performance of Changed Work F. Change Claims and Disputes 59 City Funded Exhibit 5 Cont. 44 59 59 I. General Provisions XV. TESTING & INSPECTION 60 A. Material, Inspection and Responsibility 60 B. Inspection of the Work C. Materials and Equipment Testing and Inspection D. Testing Laboratory Labels 60 60 61 XVI. CONTRACTOR PRACTICES AT SITE 63 A. Cooperation Among Contractors 63 B. Protection of Persons and Property 63 C. Protection of Streets, Alleys and Public Grounds 66 D. Protection of Existing Trees in the Right of Way 66 E. Care of Existing Structures and Property F. Precautions and Safety G. Health, Safety and Sanitation 73 H. Hazardous Operations and Security 75 I. Services and Use of Site J. Reports and Plans 68 72 • 76 79 XVII. ENVIRONMENTAL REQUIREMENTS A. Compliance with Environmental Laws B. Environmental Permits C. Disposal of Materials, Construction Debris, Soil and Waste 80 D. Equipment and Environmental Control During Transport E. Environmental Control 81 F. Open Dumping Prohibited 81 G. Environmental Protection 82 H. Clean Diesel Fleet: Emissions Reduction (MCC 2-92-595) (where applicable) 79 79 81 XVIII. INSURANCE, INDEMNITY AND BONDS A. Indemnity B. Contribution 85 C. Admiralty D. Performance and Payment Bonds E. Insurance 84 84 85 85 86 XIX. CLAIMS AND DISPUTES A. General B. Claims 47 City Funded Exhibit 5 Cont. 83 47 87 \ I. General Provisions C. Disputes 48 XX. EVENTS OF DEFAULT AND TERMINATION A. Commissioner's Right 88 B. Events of Default C. Remedies D. Nonexclusivity of Remedies 90 E. Adjudication of Termination 91 F. Early Termination 91 G. Non-Appropriation 92 88 88 89 XXI. COMPLIANCE WITH ALL LAWS A. 92 Contractor Must Comply with All Laws 92 B. Civil Rights Act of 1964, Title VI, Compliance With Nondiscrimination Requirements 92 C. Business Relationships with Elected Officials 96 D. Chicago Inspector and Legislative Inspector General E. Governmental Ethics Ordinance F. False Statements G. Americans with Disabilities Act 97 H. MacBride Principles Ordinance 98 I. Prohibition on Certain Contributions - Mayoral Executive Order No. 2011 -4 J. Licensing of General Contractors K. Buy America 99 L. Steel Products 99 97 97 97 98 98 M. Wastes 99 N. Duty to Report Corrupt Activity 99 O. Equal Pay P. 2014 Hiring Plan Prohibitions Q. Contractor's liability - Safety barriers and lights R. Electronic Mail Communication S. Disclosure of Ownership Interest in Entities (Electronic Disclosure Statement) T. EDS Update Obligation 101 U. Wheel Tax (City Sticker) 101 V. Deemed Inclusion 99 99 101 101 101 XXII. MISCELLANEOUS City Funded Exhibit 5 Cont. 100 106 I. General Provisions A. Counterparts 106 B. Modifications 106 C. No Waiver of Legal Rights D. Governing Law E. Consent to Service of Process and Jurisdiction F. Contractor Cooperation 107 G. Joint and Several Liability 107 H. No Third Party Beneficiaries 107 I. Notices 108 J. Authority 108 K. Software License Agreements 106 107 107 108 XXIV. SPECIAL CONDITIONS REGARDING MINORITY OWNED BUSINESS ENTERPRISE COMMITMENT AND WOMEN OWNED BUSINESS ENTERPRISE COMMITMENT IN CONSTRUCTION CONTRACTS Error! Bookmark not defined. City Funded Exhibit 5 Cont. I. General Provisions 1. GENERAL PROVISIONS A. Acronyms "ACI" - American Concrete Institute "lEPA" - Illinois Environmental Protection "AED" - Associated Equipment Distributors Agency. •AISC- - American Institute of Steel Construction. " 1"'™'= Department of Transportation. "ANSI" - American National Standards Institute. "NFPA" - National Fire Protection "ASME" - American Society of Mechanical Engineers. Association "NEMA" - National Electrical Manufacturer's "ASTM" - American Society for Testing and Materials -EDS--See Sect/on XX/.S. Association. "OSFIA" - U.S. Occupational Safety and Healttt Administration "OTA" - Chicago Transit Authority "FEPC" - Fair Employment Practices Commission. B. Definitions 1. "Architect/Engineer" means the Design-Builder or the person designated by DesignBuilder to provide the Contract drawings and Detailed Specifications for the Work you are to perform. 2. "Business Days" means Monday through Friday, unless an officially designated City^ holiday falls on one of those days. 3. "Chief Procurement Officer" means the Chief Procurement Officer for the City of Chicago, and any representative duly authorized in writing to act on his/her behalf. 4. "City" means the City of Chicago, a municipal corporation and home rule unit of government existing under the Constitution of the State of Illinois. 5. "Commissioner" means the head of the Department and any designee duly authorized in writing to act on his/her behalf. 6. "Comptroller" means City Comptroller or his designated representative. 7. "Consultant(s)" refers to the person, firm or corporation awarded a contract by the City to provide professional architectural or engineering design services or construction supervision for the Project. 8. "Contract" means the DB Agreement and all plans and drawings, addenda, all exhibits and schedules that are attached to it, including this Book 1, and documents incorporated in it by reference; fully executed performance and payments bond(s); and all amendments, modifications, or revisions made from time to time in accordance with its terms. 9. "Contract Completion Date" is the date, determined by the Commissioner, on which the Project is to reach Substantial Completion. The Contract Completion Date will be City Funded I. General Provisions Exhibit 5 Cont. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) (determine(d based on the duration for the Project set by the Contract as adjusted by any Contract modifications that extend or reduce the duration of the Project. 10. "Contract Modification" means a written modification of the terms and conditions of this Contract, signed by you and the Commissioner. 11. "Contractor" or "you" means the person who is awarded the Contract. 12. "Contract Price" is defined in Section XIII.A. 13. "Contract Time" is the duration of the Work from when the Work is required to begin until the scheduled date for Substantial Completion, including approved time extensions. See I.B.42. 14. "Corporation Counsel" means the head of the City's Department of Law and any; Assistant Corporation Counsel duly authorized to act on the Corporation Counsel's behalf. 15. "Day" means calendar day. 16. "Daytime Work" means work performed between the hours of 6:00 a.m. to 6:00 p.m. 17. "Department" means the City Department identified on the cover of this Contract. i 18. "Detailed Specifications" means the written requirements for materials and equipment to be used in the Work, including the Design Documents and any plans or drawings, and standards of performance for the Work, all of which are set forth in the DB Agreement and exhibits thereto or incorporated by reference. 19. "Environmental Laws" means all applicable Federal, State, and local laws, ordinances, rules, regulations, and executive orders pertaining to environmental matters. 20. "Equipment" means all machinery and equipment, together with the necessary supplies for upkeep and maintenance, and all tools and apparatus necessary for the proper and acceptable completion of the Work. 21. "Field Order" means the written order to you, signed by the Commissioner, unilaterally directing changes in the Work or the Contract Time, or directing you to take corrective action and to adhere to Contract. 22. "Final Completion and Acceptance of the Work " means the last date on which all of the following events have occurred: (i) the Commissioner has determined that all Punch List Work and any other remaining Work have been completed in accordance with the Contract; (ii) final inspections have been completed and operations systems and equipment testing have been completed; (iii) final occupancy certifications have been issued; (iv) all deliverables have been provided to the Commissioner; and (v) all contractual requirements for final payment have been completed. 23. "Hazardous Materials" means asbestos and asbestos-containing materials, polychlorinated biphenyls (PCBs), oil or any other petroleum products, natural gas, special nuclear materials, and by-product materials regulated under the Atomic Energy Act (42 U.S.C. Sec. 2014, et seq.), pesticides under the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Sec. 136, et seq.) and any hazardous waste, toxic substance or related material, including any substance defined or treated as "hazardous City Funded Exhibit 5 Cont. II. Project Organization 2 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) waste," "special waste," or "toxic substance" (or comparable term) in any Environmental Law. 24. "Include" (in all of its forms) means "include without limitation" unless the context clearly indicates otherwise. 25. "Management Consultant" or "Program Manager" means the organization or entity, if any, that the City has retained to oversee the planning, design, and construction of the Project. 26. "Municipal Code" means the Municipal Code of Chicago. 27. "Night Work" means work performed between the hours of 6:00 p.m. and 6:00 a.m. unless otherwise defined in the plans. 28. OMITTED 29. "Notice to Proceed" means written authorization from the Commissioner for you to commence the Work on a specified date. 30. "Product Data" are illustrations, standard schedules, performance charts, instructions, r descriptive literature, catalogs and brochures, performance and test data, test certifications, diagrams and other information furnished by you to illustrate a material, product or system for some portion of the Work. 31. "Project" means, collectively, the improvements you are to construct in accordance with the Contract. 32. "Provide" means furnish and install, unless othenwise specified in this Contract. 33. "Punch List" or "Punch List work" means minor adjustments, repairs or deficiencies in the Work, as determined by the Commissioner in his sole discretion. 34. "Record Documents" are all documents pertaining to the completed Work and the Project that the Contract requires you to provide to the City, including Record Drawings, Record Shop Drawings, product data, instructions, parts list, certified payrolls and operations and maintenance manuals. 35. "Record Drawings" means drawings reflecting the final built Project configuration, including approved modifications. 36. "Samples" mean physical examples that illustrate materials, equipment or workmanship. Samples include materials, fabricated items, equipment, devices, appliances, or parts of them, as called for in the Detailed Specifications and any other Samples that may be required by the Commissioner to determine whether the kind, quality, construction, workmanship, finish, color and other characteristics of the materials proposed by you conform to the required characteristics. 37. "Shop Drawings" means drawings, diagrams, schedules and other data specially prepared for the Work by you or any Subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. Shop Drawings include: fabrication, erection, layout and setting drawings; manufacturer's standard drawings; schedules; wiring and control diagrams; and other drawings pertaining to materials, equipment and systems and methods of construction that may be required to show that the materials, equipment City Funded Exhibit 5 Cont. II. Project Organization .3 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Keviscd June 2017) or system conform to the Contract requirements. Shop drawings must establish the actual detail of all manufactured and fabricated items and indicate the proper relation to the adjoining Work. 38. "Special Wastes" means those substances as defined in the Illinois Environmental Protection Act, 415 ILCS 5/3.45, and further defined in Section 809.103 of 35 Illinois Administrative Code, Subtitle G, Ch. 1. 39. "Subcontractor" means any person or entity with whom you contract to provide any part of the Work, and all subcontractors of any tier, including suppliers and material persons, whether or not in privity with you. 40. "Submittal" means Schedule, Shop Drawings, Product Data or Samples and other items that the Contract may require you to submit to the Commissioner. 41. "Substantial Completion Date" is the date upon which you have met the requirements for Substantial Completion in the opinion of the Commissioner. 42. "Substantial Completion of the Project" or "Substantial Completion" means that, in the opinion of the Commissioner, you have completed all Work in accordance with the Contract, except for Punch List Work, and the City is able to occupy and use the Project for the purpose intended. 43. "Work" means all labor, materials, equipment, deliverables, and other incidentals to be provided by you under this Contract that are necessary or convenient to the successful completion of this Project and that are required by, incidental or collateral to the Contract. 44. "You" means "Contractor." See above. 0. Usage and Contract Interpretation 1. Unless a contrary meaning is specifically noted elsewhere, words such as, "as required," "as directed," "as permitted," and similar words mean that requirements, directions of, and permission of the Commissioner are intended. The words "approved," "acceptable," "satisfactory," or words of like import, mean "approved by," "acceptable to," or "satisfactory to" the Commissioner. The words "necessary," "proper," or words of like import as used regarding the extent, conduct or character of the Work specified means that Work must be conducted in a manner, to the extent, or be of character that is "necessary" or "proper" in the opinion of the Commissioner. The Commissioner's judgment in these matters is final and you are not permitted to contest it. 2. Where the imperative form of an address is used, such as "perform the excavating," "provide equipment required," "remove obstructions encountered," "furnish and install reinforcing steel bars," etc., that address is directed to you . 3. Any headings in this Contract are for convenience of reference only and do not define or limit its terms or provisions. All article and section references, unless otherwise expressly indicated, are to sections of this Contract. Words importing persons include firms, associations, partnerships, trusts, corporations, joint ventures and other legal entities, including public bodies, as well as natural persons. Words of any gender - include correlative words of other genders. Words importing the singular number include City Funded Exhibit 5 Cont. II. Project Organization 4 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) the plural and vice versa, unless the context otherwise indicates. All references to any exhibit or document include the latest version and all supplements and/or amendments to any such exhibits or documents. All references to any person or entity include any person or entity succeeding to the rights, duties, and obligations of those persons or entities in accordance with the terms and conditions of this Contract. 4. Whenever reference to a law is contained in this Contract, the reference includes any amendments to the law. D. Severability If any provision of this Contract is inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions because it conflicts with any other provision of this Contract, or of any constitution, statute, ordinance, rule of law, or public policy, or for any other reason, those circumstances will not render the provision in question inoperative or unenforceable in any other case or circumstance, or render any other provision or provisions of this Contract invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any phrases, sentences, clauses, or sections contained in this Contract will not affect the remaining portions of this Contract or any part of it. II. PROJECT ORGANIZATION A. The Commissioner For the purposes of this Contract, the Commissioner, or any successor office to the Commissioner, will represent the City in all matters relating to the performance of your Work . under this Contract and will constitute the point of receipt for all deliverables required under this Contract, unless expressly specified otherwise in this Contract. The Commissioner will decide all questions that arise with regard to the administration of the Contract such as to the quality and acceptability of materials furnished, the Work performed and rate of progress of the Work. The Commissioner will determine the amount and quality of Work performed and materials furnished and their estimates. The Commissioner's estimate will be a condition precedent to your right to receive money due under the Contract, but then only if the modifications or amendments to the Contract are approved in accordance with Article XIV, "Changes in the Work." B. Contractor The Work is under your charge and care until Final Completion and Acceptance of the Work, unless otherwise specified elsewhere in the Contract. III. CONTRACTOR'S OBLIGATIONS A. Contractor 1. Except as may be expressly provided otherwise in the Contract, you are solely responsible for selecting the means, methods, techniques, sequences, and procedures used in performing the Work The intent of the Detailed Specifications is to describe the City Funded II. Project Organization 5 Exhibit 5 Cont. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) completed Work that you must provide to fulfill the requirements of the Contract. The Detailed Specifications are not intended to cover every detail of materials, parts, or activities necessary to complete the Work. You must perform all activities that may be required or necessary to complete the Work in accordance with the Contract. For the Contract Price, you must construct, furnish and install all materials, parts and labor necessary to complete the entire Work, whether or not the Contract particularly specifies or shows the details of Work. 2. The Work under this Contract has not been completely segregated into divisions of Work to be performed by any trade or Subcontractor. You are responsible for all division of work. However, wherever any provision of any section of the specifications conflicts with any agreements or regulations of any kind at any time in force among members of any trade or craft associations, unions or councils that regulate or distinguish that work is or is not included in the work of any particular trade, you must make all necessary arrangements to reconcile any such conflict without delay, damage, or cost to the City. 5. Except as otherwise expressly provided in the Contract, the Contract Price includes all costs and expenses for which you will be compensated in connection with the Contract, including a. the costs of performing any or all of your obligations and duties under the Contract; b. the costs of all materials, equipment, supplies, tools, machinery, labor, supervision, management and items of any and all kinds that are or may be necessary and incidental to the full and satisfactory completion of the Work, whether or not specified or indicated in the Contract; c. the costs of permits, insurance, bonds and license; d. the costs associated with any risks you assume under the Contract; e. the costs associated with all warranties and guarantees; f. the costs of complying with the directives of the the Commissioner; g. the costs of complying with all laws applicable to the Contract; and h. all overhead and profit. No term of the Contract that further specifically indicates that you must bear the costs of an item or that further specifically indicates that an item will be performed at no additional cost to the City will be construed or interpreted to in any way limit the foregoing. 6. You must begin the Work on the date specified in the Notice to Proceed. In addition, upon receipt of the Notice to Proceed, you must assign and maintain during the term of the Contract and any extension of it, an adequate staff of competent personnel who are fully equipped, licensed as appropriate, available as needed, and qualified to perform the Work. You must include among your staff such personnel and positions as the Contract may require. If, in the reasonable opinion of the Commissioner, the performance of your personnel assigned to the Work is at an unacceptable level, or does not comply with the provisions of Section VIII.A, "Competency of Workers," those personnel must cease to be assigned City Funded Exhibit 5 cont. III. Contractor's Obligation 6 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) to this Work and must return to you. You must then furnish to the Commissioner the name of a substitute person or persons in accordance with Section III.A.6. Absence of sufficient qualified personnel for the Work constitutes an event of default. 7. You must supervise and direct the Work competently and efficiently, devoting such attention and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract. You are responsible for providing a finished Project that complies fully with the Contract. ^ 8. Risk of Loss. The Work is under your charge and care until Final Completion and Acceptance of the Work by the Commissioner, unless otherwise specified in the Contract. You assume all responsibility for injury or damage to the Work by action of the elements, fire or any other causes whatsoever, including injury or damage arising from the execution or non-execution of the Work. You must rebuild, repair, restore and make good, at no additional cost to the City, all injuries or damages to any portion of your Work before Final Completion and Acceptance of the Work. 9. When the City furnishes equipment or materials to you for use or inclusion in the Work, you must safeguard all such equipment and materials as you would equipment and materials that you furnished. 10. The Work will not be considered to be completed and accepted until you receive written notice from the Commissioner confirming the Final Completion and Acceptance of the Work. 11. If you have any questions or concerns with respect to the Detailed Specifications or Contract drawings, you must raise them with the Commissioner. B. Subcontractors 1. All rights and obligations under this Contract are by and between the City and you. Except as may otherwise be provided in the Contract, there is no privity between Subcontractors and the City. Subcontractors have no rights as third-party beneficiaries under this Contract except as may be provided in Article XXIII. You must implement such measures as may be necessary to ensure that your Subcontractors are bound by all applicable provisions of the Contract. 2. All Subcontractors are subject to the approval of the Commissioner. You must not substitute a Subcontractor previously accepted by the Commissioner unless the substitution is acceptable to the Commissioner. All requests to subcontract must be submitted on a form approved by the Commissioner. 3. You are responsible in all aspects and at all times for all Subcontractor Work. 4. Except as required under Article XXIII, you must upon request furnish the Commissioner with one copy of each written subcontract and subsequent modifications signed by you and the Subcontractor evidencing the agreement. All subcontracts must be in writing. All subcontracts must require that (i) all Subcontractors' Work be performed in strict accordance with this Contract: and (ii) the Subcontractor is bound by and subject to the requirements of this Contract, whether or not a particular provision specifically mentions Subcontractors. Subcontracts may contain different provisions than are provided in this Contract with respect, to payments, schedules, and matters not affecting the quality or City Funded Exhibit 5 cont. III. Contractor's Obligation 7 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) timely completion of the Work under this Contract, but only if the City's rights are not thereby prejudiced. You must require each Subcontractor to enter into similar subcontracts with its Subcontractors. You must make available to each Subcontractor, before the execution of the subcontract, copies of this Contract, to which the Subcontractor will be bound pursuant to the requirements of this Section III.B.4. 5. If a subcontract provided to the City does not comply with these requirements, the City's failure to object is not a waiver of them, and you will remain liable to the City for all damages, costs, fines, losses and claims arising out of the non-compliance. 6. In the case of Work performed by Subcontractors, you must secure warranties from the Subcontractors addressed to and in favor of the City; deliver copies of them to the City upon completion of the Subcontractors' Work and; guarantee and assume full responsibility for the performance of any repair or replacement Work that, may be required for the full period of the warranties provided. However, the delivery of the warranties will not relieve you from any obligations assumed under this Contract. 7. Contractor hereby collaterally assigns any or all subcontracts to the City, effective upon the City's exercise, in its sole discretion, of its right to assume such assignment as a remedy for Contractor's default or in the event of early termination. The Contractor must require each of your Subcontractors (including materialmen) to consent to a collateral assignment to the City of their respective subcontract with the Contractor. The Contractor's subcontracts must include language stating: Contractor ties collaterally assigned this subcontract to the City of Chicago, effective upon written assumption of such assignment by the City in the event of Contractor's default or early termination of Contractor's contract with the City. Subcontractor hereby consents to such assignment and assumption. Subcontractor acknowledges and agrees that, in the event of such an assignment and assumption, the City will have no iiabiiity to Subcontractor for work performed by Subcontractor prior to the effective date of the assignment and assumption and that Subcontractor shall look solely to Contractor for any compensation or other obligations arising under the subcontract prior to such date. 8. The City encourages Contractors to use Subcontractors that are firms owned or operated by individuals with disabilities, as defined by § 2-92-586 of the Municipal Code, where not otherwise prohibited by Federal or State law. 9. Compliance with Multi-Project Labor Agreement (FLA). The City has entered into the PLA with various trades regarding projects as described in the PLA, which is hereby incorporated by reference. A copy of the PLA, with appendices, may be found on the City's website at http://www.citvofchicaqo.orq/PLA. Contractor acknowledges familiarity with the requirements of the PLA and its applicability to any work under this agreement, and shall comply in all respects with the PLA. C. Site Conditions and Inspection 1. Surveys, soil borings, geotechnical information, data, plans or other materials generally describing the unimproved land or existing structures at the site may be provided to you City Funded Exhibit 5 cont. III. Contractor's Obligation 8 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) by the City. Such information is not warranted by the City to be accurate. You are not entitled to rely on it. In signing this Contract you are acknowledging that when such information appears in Contract documents, prepared by the City or its Consultants, the City and its Consultants have not verified the information. Site plans do not constitute any representation by the City to you of site boundaries or characteristics. 2. You must take field measurements, verify field conditions and carefully, compare those field measurements and conditions and any other information known to you with the Contract documents before commencing the Work. No allowance will be made to you for any extra labor and/or materials required due to site conditions or discrepancies that might have been discovered by a thorough and proper inspection of the site. If land surveying Work is required under this Contract, you must have the Work performed by a land surveyor that is licensed as such by the State of Illinois. 3. If conditions are encountered at the site which are (i) subsurface or otherwise unknown or concealed physical conditions which differ materially from those indicated in the Contract; or (ii) pre-existing unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in activities of the character provided for in the Contract, including the presence of unanticipated Hazardous Materials, then you must provide immediate written notice to the Commissioner before proceeding with the work or disturbing those areas. 4. If the conditions differ materially from those indicated in the Contract, and cause a material increase or decrease in your cost or time required for the performance of any part of the Work, an equitable adjustment in the Contract Price or Contract Time, or both, will be made under Article XIV, "Changes in the Work." 5. You must keep on hand at the Work site, for reference, a complete set of Contract documents for the Work, copies of all plans and shop drawings, all additional and revised plans furnished by the City and all orders issued to you by the Commissioner that relate to the Work. D. Cleaning Up During the construction, you must keep the Work site and adjacent premises as free from material, debris, and rubbish as is practicable and must remove them entirely and at once, if in the opinion of the Commissioner, the material, debris or rubbish constitutes a nuisance, a safety hazard, or is objectionable in any way to the public. Upon verbal and/or written notification of unacceptable work day conditions by the City, you will be responsible for immediate rededication within 48 hours of notification. Your failure to act accordingly will result in completion of remediation work by the City at your expense. As a condition of Final Completion and Acceptance of the Work, you must remove from the Work site and adjacent premises all machinery, equipment, surplus materials, falsework, excavated and useless materials, rubbish, temporary buildings, barricades and signs, and must restore the site to the same general conditions that existed before the Work began. You must clean off all cement streaks or drippings, paint smears or drippings, rust stains, oil, grease, dirt, and any other foreign materials deposited or accumulated on any portion of the Work, or existing work, due to your operations. City Funded Exhibit 5 cont. III. Contractor's Obligation 9 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) You are solely responsible for and must assume all liability associated with off-site disposal of any Hazardous Materials generated as a result of your construction activities. E. Contractor's Warranties and Representations You warrant and represent that: 1. You have carefully examined and analyzed the provisions and requirements of this Contract; you have inspected the Work site(s) to the extent made available by the City; from your own analysis you have satisfied yourself as to the nature and scope of work, all conditions, any obstructions and requirements needed for the performance of this Contract, the general and local conditions, and all other matters that in any way may affect this Contract or your performance; and the time available for the examination, analysis, inspection and investigation was adequate; 2. This Contract is feasible of performance in accordance with all of its provisions and requirements and that you can and will perform, or cause to be performed, the Work in strict accordance with the provisions and requirements of this Contract; 3. Except for the contents of this Contract, no representation, statement or promise, oral or written, or of any kind whatsoever, by the City, its officials, agents, representatives or employees, has induced you to submit a proposal nor have you relied upon any, including any reference to (i) the meaning, correctness, suitability or completeness of any provisions or requirements of this Contract; (ii) the nature, existence, or location of materials, structures, obstructions, utilities or conditions, surface or subsurface, that may be encountered at or on the Work site; (iii) the nature, quantity, quality or size of any materials, equipment, labor and other facilities needed for the performance of this Contract; (iv) the general conditions that may in any way affect this Contract or its performance; (v) the compensation provisions of the Contract; or (vi) any other matter; 4. You were given ample opportunity and time to review the Contract documents before submittal of your proposal in order that you might request an addendum to the Contract documents that might correct or clarify them; you did so review the Contract documents, and every such correction or clarification has been included in this Contract or else, if omitted, you expressly relinquish the benefit of them and are willing to perform this Contract in its entirety without claiming reliance on any such omission or making any other claim on account of the omission; 5. In accordance with § 11-4-1600(e) of the Municipal Code, Contractor warrants and represents that it, and to the best of its knowledge, its Subcontractors have not violated and are not in violation of the following sections of the Code (collectively, the Waste Sections): 7-28-390 Dumping on public way; 7-28-440 Dumping on real estate without permit; 11-4-1410 Disposal in waters prohibited; 11-4-1420 Ballast tank, bilge tank or other discharge; 11-4-1450 Gas manufacturing residue; 11-4-1500 Treatment and disposal of solid or liquid waste; City Funded Exhibit 5 cont. III. Contractor's Obligation 10 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Kevisod JuiiL- 2017) 11-4-1530 Compliance with rules and regulations required; 11-4-1550 Operational requirements; and 11-4-1560 Screening requirements. During the period while this Contract is executory, Contractor's or any Subcontractor's violation of the Waste Sections, whether or not relating to the performance of this Contract, constitutes a breach of and an event of default under this Contract, for which the opportunity to cure, if curable, will be granted only at the sole discretion of the Commissioner. Such breach and default entitles the City to all remedies under the Contract, at law or in equity. This section does not limit the Contractor's and its Subcontractors' duty to comply with all applicable Federal, State, County and Municipal laws, statutes, ordinances and executive orders, in effect now or later, and whether or not they appear in this Contract. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Contract, and may further affect the Contractor's eligibility for future contract awards. 6. Contractor warrants and represents that neither Contractor nor an Affiliate, as defined below, appears on the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List, or the Debarred List as maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the Bureau of Industry and Security of the U.S. Department of Commerce or their successors, or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment. "Affiliate" means a person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Contractor. A person or entity will be deemed to be controlled by another person or entity if it is controlled in any manner whatsoever that results in control in fact by that other person or entity, either acting individually or acting jointly or in concert with others, whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise. 7. You understand that the City, in its acceptance of your proposal to perform the Work, materially relied upon your response to the RPR. The information you provided was accurate at the time it was made and no material changes in the information have occurred since then and will not be made without the express consent of the City. 8. In preparing and submitting your proposal for this Contract, you have complied with and given full consideration to the following: a. You have become familiar with them and all Contract requirements and conditions described in them; b. You clarified to your satisfaction and complete understanding any doubt as to the true meaning and intent of all parts of the specifications and plans or other portions of the Contract documents; 9. You have the capability and financial resources to perform all of the provisions and requirements of this Contract. City Funded Exhibit 5 cont. III. Contractor's Obligation 11 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised .liiiic 2017) 10. You can perform all of your obligations under tfiis Contract in accordance witfi all of the Contract's provisions and requirements. 11. Contractor warrants that no member of the governing body of the City or other units of government and no other officer, employee, or agent of the City or other unit of government who exercises any functions or responsibilities in connection with the Project to which this Contract pertains, has any personal interest, direct, or indirect, in this Contract. In accordance with 41 USC § 22, no member of or delegate to the Congress of the United States will be permitted to any share or part of this Contract or to any financial benefit to arise from it, nor, under applicable laws, will any member of or delegate to the Illinois General Assembly nor any alderman of the City or City employee. Contractor warrants that its officers, directors and employees, and the officers, directors and employees of each of member if a joint venture, and subcontractors, presently have no interest and will acquire no interest, direct or indirect, in the Project that would conflict in any manner or degree with the performance of the Work under this Contract. Contractor further warrants that in the performance of this Contract, no person having any such interest will be employed. Furthermore, if any federal funds are to be used to compensate or reimburse Contractor under this Contract, Contractor represents that it is in compliance with federal restrictions, and promises to remain so, including federal restrictions on lobbying set forth in § 319 of the Department of the Interior and Related Agencies Appropriations Act for Fiscal Year 1990, 31 USCS 1352, and related rules and regulations set forth at 54 Fed. Reg. 52,309 ff. (1989), as amended. If federal funds are to be used. Contractor must execute a Certification Regarding Lobbying, which is contained in the EDS attached to this Contract as an exhibit. IV. PROPERTY A. Ownership of Properly The City will be the owner of the Work, including any improvements, equipment and fixtures installed or constructed by Contractor, as part of the Project or for which the City has paid Contractor to store in anticipation of installation or construction. The City's title shall be free and clear of liens, claims, security interests or other encumbrances, upon the earlier of installation, payment therefore or Final Completion of the Project; provided, however, that transfer of title to the City shall not relieve Contractor of any of its responsibilities under this Contract with respect to Work in Progress. Nor will the transfer of title constitute acceptance of any portion of the work. B. Ownership of Detailed Specifications and Other Contract Documents 1. The Detailed Specifications, plans and any copies of them created by Contractor or furnished by the Commissioner are the property of the City. To the extent that portions of the Detailed Specifications were created prior to the execution of the DB Agreement, Contractor will, and hereby does, irrevocably grant, assign, transfer and deliver to the City, all right, title and interest in and to the copyright and other intangible, intellectual property embodied in or pertaining to such Detailed Specifications. They are not to be used on other work. The Contractor will provide the City with all Detailed Specifications City Funded III. Contractor's Obligation 12 Exhibit 5 cont. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) created by Contractor or its subcontractors. The City will provide you the number of Detailed Specifications and plans determined appropriate by the City. The City may provide you with additional copies at your request and at your cost. You are responsible for any loss or damage to the Detailed Specifications and plans while in your care and custody, and you must restore all Detailed Specifications and plans that may be lost or damaged. Contract documents will be furnished as follows: Contract Plans 2 Sets Subsequent Details 2 Sets Specifications and Contract Documents 2 Sets 2. You must obtain specifications issued by organizations other than the City to which reference is made in the City's documents at your own expense. You must also retain them at the Work site and make them accessible to the Commissioner. 3. The City is the owner of the Project. All documents, data, studies, reports, and instruments of service prepared for or by the City under this Contract are the property of the City. During the performance of your Work, you are responsible for any loss or damage to documents while in your possession or the possession of a Subcontractor and you must restore any such document so lost or damaged at your expense. You must deliver, or cause to be delivered, at any time during the term of this Contract, all documents, including drawings, models, specifications, estimates, reports, studies, maps, and computations, prepared by or for the City, under the terms of this Contract to the City, promptly upon reasonable demand for them or upon termination of the Work. If you fail to deliver them when required, then you must pay the City all damages the City rnay sustain by reason of the failure, including consequential damages. C. Right of Entry 1. You, and any of your officers, employees, agents, and Subcontractors, are permitted to enter upon any part of the Work site owned by the City in connection with the performance of the Work under this Contract, subject to the terms and conditions contained in this Contract and those rules that may be established by the Commissioner. You must provide advance notice to the City of any such intended entry. Consent to enter upon all or any part of the Work site given by the City will not create, nor be deemed to imply the creation of, any additional responsibilities on the part of the City. 2. Inspections: You acknowledge that the City has a right of access to the Work site at all times and the right to inspect all Work during the Contract period. 3. You must use, and must cause each of your officers, employees, agents, and Subcontractors to use, the highest degree of care when entering upon property owned by the City in connection with the Work. In the case of any property owned by the City, or property owned by and leased from the City, you must comply and must cause each of your officers, employees, agents, and Subcontractors to comply, with all instructions and requirements for the use of the property, including any licenses for them, which are City Funded Exhibit 5 Cent. IV. Property 13 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) incorporated by reference. All claims, suits, judgments, costs, or expenses, including reasonable attorneys' fees, arising from, by reason of, or in connection with any such entry is treated in accordance with the indemnification provisions contained in this Contract. D. Damage to City Property If you cause damage to City property, you must, at the sole option of the City, either: (i) pay the cost of repair of the damage; or (ii) repair or replace any property so damaged. The City has the right to a set-off against its payments to you under this Contract for the cost of any such repairs. All cost to repair or replace any property so damaged will be completed before any final payment can be made to you by the City. E. Right to Occupy Before Substantial Completion 1. The City may occupy and use the Project or portions of it in advance of Substantial Completion of the Work. If the City desires to exercise partial occupancy and use before Substantial Completion of the Work, the Commissioner will provide written notice to you, and you must cooperate with the Commissioner in making available for the City's use such Project services as heating, ventilating, cooling, water, lighting and telephone for space or spaces to be occupied, and if the equipment required to furnish the services is not entirely completed at the time the City desires to occupy and use the space or spaces, you must make every reasonable effort to complete that Work. 2. When the Commissioner determines that the City will use all or part of the Project before Substantial Completion, the Commissioner will determine: a. The responsibility between the City and you for maintenance, repair, furnishing of utilities and the protection of the public (if required) for that part of the Work to be occupied; b. The list of items remaining to be performed before the Work or portion of it to be occupied will be substantially complete; c. Whether you will need any types of insurance; and d. The effect of the City's use before Substantial Completion on required guarantees and warranties. F. Final Completion and Acceptance of the Work When you deem the Work to be complete, you must notify the Commissioner, in writing, that the Work will be ready for an inspection and/or test on a date you specify. The notice must be given at least 15 calendar days in advance of the date. If the Commissioner concurs that the Work will be ready for inspection or testing on the date given, the Commissioner will make the inspection within a reasonable period of time. The scheduling of the inspection to determine whether the Work is complete does not relieve you of your responsibilities under the Contract. You must cooperate in all respects in the scheduling and performance of the inspection. Final Payment at Final Completion and Acceptance of the Work. Unless expressly stated otherwise elsewhere or subject to retainage, final payment will be made only when all Work, including Punch List Work, is complete and you submit to the Commissioner, within 180 City Funded Exhibit 5 Cent. IV. Property 14 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised Jiiiie 2017) calendar days or sooner from the Substantial Completion Date, a sworn affidavit stating the following: 1. All payrolls, invoices for materials and equipment and all other indebtedness connected with the Work for which the City might in any way be responsible have been paid or otherwise satisfied; 2. All waivers of lien required by the Contract have been provided to the Commissioner; 3. As of the date the affidavit is signed, all known claims made by Subcontractors of any tier and others against you, the City, any agents or representatives of the City pertaining to the Work required under this Contract were provided in writing to the Commissioner and have been resolved; 4. The warranties and guarantees required by the Contract have been provided to the Commissioner; 5. All warranties and guarantees are in full force and effect; 6. The surety's written consent, signed by its authorized representative, to final payment being made directly to you is attached to the affidavit; 7. Acceptance of final payment will constitute a general release to the City, its agents, representatives, officials and employees of all other claims of liability for anything done or furnished or relating to the Work or for any act or neglect of the City or its agents, representatives, officials and employees relating to or connected with this Contract; 8. Record Documents, including Record Drawings, Record Shop Drawings and operation and maintenance manuals have been provided to the Commissioner; 9. All other documents requested by the Commissioner have been provided; and 10. Wages paid and classifications for laborers and mechanics, including apprentices and trainees employed on the Project, in the following form; FINAL CERTIFICATE The undersigned, Contractor on (Contract No. ) certifies that all laborers, mechanics, apprentices and trainees employed by it or by a Subcontractor performing Work under the Contract have been paid wages at rates not less than those required by the Contract provisions, and that the Work performed by each such laborer, mechanic, apprentice or trainee conformed to the classifications set forth in the Contract or training program provisions applicable to the wage rate paid. Signature and Title Name City Funded Exhibit 5 Cent. Title IV. Property 15 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) Authorized Officer Contractor: Project: V.SHOP DRAWINGS,PRODUCT DATA,RECORDS AND SAMPLES A. Contractor's Responsibilities ancJ Submittal Procedures 1. Shop Drawings, Product Data, Samples are part of the Work under this Contract, and if also specified, video tape and/or photographs. You must provide them at your expense to the satisfaction of the Commissioner. 2. You must submit to the Commissioner those Shop Drawings, Product Data, Samples, video tape and photographs required for the Work involved under this Contract in accordance with the Schedule. 3. The Schedule must include a schedule of proposed submittal dates. The dates listed in the Schedule must allow sufficient time for review and processing of Shop Drawings or other data by the City and your re-submittal of them, if necessary, before you will need them to complete your performance of the Work they represent under this Contract. No extensions of time will be granted to you because of your failure to have Shop Drawings, Product Data, Samples, video tape and photographs submitted in time to allow for review, re-submittal and final review. You must also submit a separate submittal schedule (in table format), in addition to the Schedule, identifying all Submittals with submittal dates to the Commissioner for review and approval. 4. You must prepare and submit proper Shop Drawings, Product Data, Samples, video tape and photographs in accordance with your contractual obligations. By submitting them, you represent that you have determined and verified all materials, field measurements, field conditions and quantities, and that you have checked and coordinated the information contained within the Submittal, including your Subcontractors' Submittals, with the requirements of the Work and of the Contract. 5. You must date and stamp all Shop Drawings, Product Data, Samples, video tape and photographs. You must also indicate on them that you have reviewed and checked them before submission and found to be in conformance with the Contract. All Submittals must be transmitted to the Commissioner. You must clearly mark each Shop Drawing, Video Tape, Product Data and Sample, in accordance with the following for purposes of identification and record: SUBMITTAL IDENTIFICATION Name of Project Contract Name and Number Date of Submittal Submittal Number Re submittal of Submittal Number City Funded Exhibit 5 Cent. IV. Property Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 Identification of Deviations from Contract documents: Specification Section, Page, and Paragraph No and/or Drawing No. • Type of Material and Manufacturer: intended use Appiicabie Standards such as ASTM numbers' CHECKED AND SUBMITTED IN ACCORDANCE WITH DRAWINGS AND SPECiPiCATIONS. Contractor. By: Date: 6. Shop Drawings must be submitted with accurate dimensions. The Shop Drawings must represent the actual manner in which the Work is manufactured and installed, and the relation of the Work installed to that of other trades, clearances, and all other pertinent data. Cross-section drawings must indicate minimum clearances and all other pertinent data. Dimensions must be expressed in feet and inches. Designs prepared in the, metric system may be submitted with metric units, but the equivalent English units must also be shown. All weights and dimensions must be certified before submission for review. 7. The Commissioner's review and acceptance of Shop Drawings in no way relieves you from responsibility for errors or omissions that may exist in the Work or on the certified Shop Drawings. Where such errors or omissions are discovered, you must correct them at no additional cost to the City. Submittals must be sufficiently complete to allow for proper review. You must submit all Shop Drawings, Product Data, Samples, video tape and photographs to the Commissioner for review with an accompanying transmittal letter containing the above Submittal identification data and a list of items being submitted. You must coordinate Submittals into logical groups or sets to facilitate review of several related items. 8. Any Submittal that in the Commissioner's sole opinion is not complete and in proper form will be returned to you without review. You must not submit as Shop Drawings duplicates or reproductions of any Contract documents issued by the City. 9. You must provide Submittals in the following quantities unless a greater number is specified elsewhere in the Contract or is required by the Commissioner: a. Shop Drawings: Submit one reproducible transparency and six opaque copies of shop drawings; b. Product Data: Submit six copies of Product Data; c. Samples: Submit four samples; and d. Video and photographs (when required under the Contract): Submit two copies of Video and photographs. ; 10. Before submitting Shop Drawings, Product Data, Samples, video tape and photographs, you must notify the Commissioner in writing of any deviations in the Submittals from the requirements of the Contract. If deviations from the Contract requirements are rejected by the Commissioner or if evaluation of the deviations delays the progress of Work, any delay caused will not be compensable by a time extension. City FundedV. Shop Drawings, Product Data, Records and Samples Exhibit 5 Cont. 17 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 B. Review by the Commissioner 1. Submittals will be reviewed by the Commissioner for compliance with the Contract, in reviewing them the Commissioner will not verify dimensions and field conditions. Any such review does not relieve you, your Subcontractor, manufacturer, fabricator or supplier from responsibility for any deficiency that may exist or from any departures or deviations from the requirements of the Contract, nor does it relieve you or them from responsibility for (i) errors of any sort in Shop Drawings, Samples and Product Data, (ii) responsibility for proper fitting of the Work, or (iii) the necessity of furnishing any Work required by the Contract that may not be indicated on Shop Drawings when reviewed. You are solely responsible for any quantities that may be shown on the Shop Drawings. The Commissioner's review of a specific item does not indicate approval of an assembly of which the item is a component. 2. You must not fabricate products, begin Work, order or have delivered any material, equipment or system that requires a reviewed Submittal until return of the Submittal from the Commissioner with a stamp authorizing Work and/or delivery and installation to be performed, as described in Section V.B.3, immediately below. 3. The Commissioner will return Submittals stamped as follows: a. "No Exceptions" means no changes need be made on the reviewed Submittal. You may proceed with the Work for that Submittal. b. "Exceptions as Noted" indicates that the Submittal is accepted subject to the corrections and/or comments noted. You may proceed with the Work for that Submittal but only if you incorporate the Commissioner's comments, and/or corrections. Re-submittal is not required, but the corrections must be reflected in the Record Documents. c. "Revise and Resubmit" means that the Submittal does not meet all the requirements necessary to proceed with the Work associated with the Submittal. You must resubmit in accordance with the reviewer's comments and/or corrections. Submittals marked in this manner must not be released for fabrication, delivery or construction. 4. If the Submittal requires revision, you must notify the Commissioner and all pertinent Subcontractors, in writing, that the reviewed set has been withdrawn. 5. Submittals that require revisions must be corrected and resubmitted to the Commissioner to maintain the approved CRM schedule, but in no event more than five days after receipt of the Commissioner's comments. 6. Shop Drawings: After review by the Commissioner, one reproducible stamped by the Commissioner as previously described in Section V.B.3 above will be returned to you. 7. Submission and Review of Samples: If a considerable range of color, graining, texture or other characteristics may be anticipated in finished products, you must furnish a sufficient number of Samples of the specified materials to indicate the full range of those characteristics that will be present in the finished products. Any product delivered or erected without submission and review of full-range Samples is subject to rejection. Each tag or sticker must have clear space for your stamps and those of the Commissioner. Notice of the result of the review will be provided to you with one of the City FundedV. Shop Drawings, Product Data, Records and Samples Exhibit 5 Cont. 18 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 stamps indicated in Section V.B.3 above. Rejected samples will be returned. Accepted samples will be retained by the Commissioner and become the property of the City. Where color samples are required to be submitted, color samples must be submitted in the actual material that will finally be installed in the Work. The various parts of the Work must be in accordance with the reviewed and approved Samples. 8. Product Data: After review by the Commissioner, two sets of Product Data stamped by the Commissioner as previously described will be returned to you. C. Source of Materials You must notify the Commissioner in writing as soon as possible after the Contract has been awarded, but not less than three weeks before the need for inspection and testing of the source (or sources) from which you expect to obtain the various construction materials. The source of supply of each material used must be approved by the Commissioner before delivery is commenced. If sources previously approved are found to be unacceptable at any time and fail to produce materials satisfactory to the Commissioner, you must furnish materials from other approved sources. D. Record Documents At Substantial Completion, you must deliver to the Commissioner, in suitable transfer cases clearly marked "Record Documents," all Record Drawings, Record Shop Drawings, warranties and guaranties, photographs, video Records (if any are required). Product Data, instructions, parts list, and operations and maintenance manuals arranged in proper order and indexed. E. Record Drawings 1. As the Work progresses, you and the Subcontractor for each trade or division of work, under your direction must keep a complete and accurate record of the following: a. Changes between the Work as shown on the Contract drawings and the Shop Drawings indicating the Work as actually installed; b. The specific location of all infrastructure elements, including piping, valves, ductwork, equipment, driveways, catch basins, sewer lines, waterlines, water mains, and other such elements that were not accurately located or changed location or elevation from that shown on the Contract drawings; and c. Equipment schedules indicating manufacturers' names and model numbers installed. 2. You must record changes neatly and correctly daily on blue line prints of the Contract drawings updated daily. You must keep this record set of Contract drawings at the job site for inspection by the Commissioner. Upon completion of the Work, you must submit a final set of full-size prints to the Commissioner for review and acceptance. 3. At the time Record Drawings are delivered to the Commissioner, you and each Subcontractor must certify, in writing, that the Record Drawings are complete and accurate. F. Record Shop Drawings and Product Data 1. As the work progresses, you must keep a complete and accurate record of the changes and deviations from the Work as shown on the Shop Drawings and Product Data City FundedV. Shop Drawings, Product Data, Records and Samples Exhibit 5 Cont. 19 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 indicating the Work performed. You must furnish Record Shop Drawings in a form and quantity acceptable to the Commissioner. Record Shop Drawings must be submitted for all items reviewed as Shop Drawings. Record Shop Drawings must be legibly drawn on sheets of mylar or such other medium as directed by the Commissioner. Record Shop Drawings must be submitted on the same size sheets as the Contract Document drawings and include an index of all items. 2. You must furnish six record copies of Product Data in loose leaf binders. Loose leaf binders must be subdivided by Submittal numbers and must contain an index of all items. G. Construction Progress Photographs You must submit to the Commissioner construction progress photographs consisting of exterior and interior views of the Work, with the date and location of the photographs as selected and directed by the City. If requested at any time by the Commissioner, you must use digital photography, at the resolution specified by the Commissioner. You must provide three prints of each view to the Commissioner within five days of taking the photographs. If digital photography is not requested or until it is requested, then you must provide each photograph on an 8" x 10" smooth surface, glossy, black and white print, on single-weight commercial-grade stock. The 1" wide margin, which is punched for a standard 3-ring binder, will have a left-sided margin for vertical shots and a top-sided margin for horizontal shots. A label will be included on the on the front bottom margin, which will contain the project name and date that the photograph was taken. On the back of each print, you must provide an applied label or rubber stamp impression with the following information: 1. Name of the Project; 2. Name and address of the photographer; 3. Name of the Architect; 4. Your name; 5. Date the photograph was taken; 6. Description of vantage point, in terms of location, direction (by compass point), and elevation or level of construction. 7. Notation of vantage point marked for location and direction of shot on a key plan of the site and building, with elevation (story height) noted. The photographs must be taken monthly, coinciding with the cutoff date associated with each application for payment. From time-to-time the City may issue a request for additional photographs, in addition to the periodic photographs specified. Additional photographs are not included in the Contract Price and will be paid for by Change Order. H. instructions, Parts List and Operation and Maintenance Manuals You must furnish a complete list of equipment actually installed. The list must include a copy of pertinent nameplate data, name and address of local representative who stocks or furnishes repair or replacement parts, and name, address, and telephone number of the Subcontractor responsible to you for the equipment under the guarantee. You must guarantee any such equipment with respect to the City. City FundedV. Shop Drawings, Product Data, Records and Samples Exhibit 5 Cont. 20 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 You must submit suitable operating instructions for each major component of equipment and its controls. Instructions must include a schematic diagram accurately showing equipment and controls as installed. Included with each diagram must be a set of simple operating instructions stating how the system is stopped and started, what adjustments are to be made by the operator, and what to do in case of an emergency. Five copies of proposed instructions must be submitted to the Commissioner for review and acceptance. Upon acceptance, you must post applicable instructions as directed by the Commissioner. You must submit maintenance data prepared by the manufacturer of each major component of equipment and its controls. Data must include complete parts list, itemized lists of common purchase items of materials (e.g., bearings, packing, connectors, sealing devices, and other standard items) indicated by their standard trade designation, recommended routine and inspection maintenance, including testing recommendations to evaluate efficiency of performance, lists of special tools and gauges, lubricating instructions, and recommended spare parts lists, tolerances and clearances required for maintenance, and trouble-shooting guides prepared in a simple format to indicate complaint or problem, probable cause, and remedy. You must submit five copies of the proposed maintenance data to the Commissioner for review and acceptance in accordance with Article XIV. I. Adjustment of Equipment Before the Work is turned over to the City, you must furnish the necessary instruments, test equipment, services, and personnel required to adjust and balance each piece of equipment in order to provide a smoothly functioning, well-integrated system complying with the letter and intent of the Contract. J. Project Account Records 1. Project Data and Records a. You and each Subcontractor must keep an accurate record showing the names, occupation, and the actual hourly wages paid to all laborers, workers and mechanics employed by them in connection with the Work. The record must be open at all reasonable hours to the inspection of the Commissioner and to the Director of Labor of the State of Illinois and his deputies and agents. You also must furnish the Commissioner and the Commissioner with certified copies of the payrolls, in accordance with Section XIII.B.3.d. b. You must furnish to the Commissioner upon request a written statement, verified by affidavit, giving the names and addresses of all persons, firms and corporations who have up to that date furnished labor or materials in the performance of the Contract and the amounts due or to become due them. c. You and all Subcontractors must furnish the Commissioner with such information as the Commissioner may require relating to labor and materials, including all information necessary to determine the cost of the Work, such as the number of workers employed, their pay, the distribution of labor into Work items, equipment time distribution and any other information that the Commissioner may require. You must, on request, furnish the Commissioner with copies of delivery tickets and invoices, in triplicate, covering the expenditures on the Contract. 2. Audits City FundedV. Shop Drawings, Product Data, Records and Samples Exhibit 5 Cont. 21 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 a. You and your Subcontractors must furnish the Commissioner such information as he may request regarding the progress, execution, and cost of the Work. You must maintain complete records showing actual time devoted and costs incurred, adopting accounting procedures and practices sufficient to record properly all costs of whatever nature claimed to have been incurred and anticipated to be incurred for or in connection with the Work. This system of accounting must accord with generally accepted accounting principles and practices, consistently applied throughout. You must maintain its books, records, documents and other such evidence for five years after final payment. b. All books and accounts you and your Subcontractors are required to keep in connection with the Work under this Contract must be open to inspection and audit by authorized representatives of the City at reasonable times during the performance of the Work, and they must be retained in a safe place and available for inspection and audit during the five-year period after final payment, as provided above. No provision in this Contract granting the City a right of access to records and documents is intended to impair, limit, or affect any right of access to such records and documents that the City would have had in the absence of such provisions. c. If the City, in its sole discretion, chooses to conduct an audit either during the performance of the Work or in the five-year period after final payment, each audited calendar year or partial calendar year is considered an "audited period." If, as a result of such an audit, it is determined that you or any of your Subcontractors have overcharged the City in the audited period, the City will notify you. You must then promptly reimburse the City for any amounts the City has paid you due to the overcharges and also some or all of the cost of the audit, as follows: (1) If the audit has revealed overcharges to the City representing less than 5% of the total value, based on the Contract Prices, of the goods, work, or services provided in the audited period, then you must reimburse the City for 50% of the cost of the audit and 50% of the cost of each subsequent audit that the City conducts; (2) If, however, the audit has revealed overcharges to the City representing 5% or more of the total value, based on the Contract Prices, of the goods, work, or services provided in the audited period, then you must reimburse the City for the full cost of the audit and of each subsequent audit. d. Your failure to reimburse the City in accordance with V.J.2.C above is an event of default under this Contract, and you will be liable for all of the City's cost of collection, including any court cost and attorneys' fees. 3. Confidentiality All of the reports, information, or data, prepared or assembled by or provided to you under this Contract are confidential and except as specifically authorized in this Contract or as may be required by law, you must not make available the reports, information, or data, to any other individual or organization, without the prior approval of the Commissioner. This requirement will survive expiration or termination of this Contract. 4. Electronic Records City FundedV. Shop Drawings, Product Data, Records and Samples Exhibit 5 Cont. 22 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 Upon request by the Commissioner, Contractor shall provide the City electronic versions of any hard-copy record documents that the Contractor is required to prepare by the Contract. VI. ASSIGNMENT A. Assignment of Contract by Contractor You must not assign the Contract, in whole or in part, without the prior written consent of the Commissioner. The consent of the Commissioner will not relieve you from any obligations under this Contract, or in any other way change the terms of this Contract. / B. Assignment of Funds or Claims by Contractor You must not transfer, pledge or assign any Contract funds or claims due or to become due without the prior written consent of the Commissioner. The transfer, pledge or assignment of any Contract funds, either in whole or in part, or any interest in the Contract funds, that are due or to become due to you, without the prior written consent of the Commissioner, is void with respect to the City. C. Assignment of Contract by City The City reserves the right to assign or otherwise transfer all or any part of its interests under this Contract without your consent or approval. D. Assigns All of the terms and conditions of this Contract are binding upon and inure to the benefit of the parties to it and their respective legal representatives, successors, transferees, and assigns. E. Requests to Subcontract All requests to subcontract must be accompanied by three copies of a written subcontract agreement that sets forth the scope of services to be subcontracted, the lump sum or unit price for the services and the signature of the subcontracting parties. Proposed Subcontractors must not commence Work on any portion of the Project without prior written approval by the Commissioner. VII. QUALITY OF WORKMANSHIP, EQUIPMENT AND MATERIALS A. Standard of Performance In addition to performing the Work in full compliance with the Contract you must perform, or cause to be performed, all Work required of you under the terms and conditions of this Contract with that degree of skill, care, and diligence normally exercised by qualified and experienced contractors in performing work in projects of a scope and magnitude comparable to the Work. B. Correction of Work 1. You must, upon discovery of any defective or non-conforming Work, or when directed in writing by the Commissioner, promptly re-perform, correct or remove all Work identified to be defective or as failing to conform to the standards set forth in, or any requirement City FundedV. Shop Drawings, Product Data, Records and Samples 23 Exhibit 5 Cont. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised Juno 2017) of the Contract, whether or not completed. You must bear all costs of correcting the defective or non-conforming Work, including costs associated with removing any defective or non-conforming Work, replacing the defective or non-conforming Work with non-defective, conforming Work and any compensation for any additional equipment, materials and/or services made necessary by the removal and replacement. 2. If you do not proceed with re-performance, correction or removal of the defective or non­ conforming Work after written notice from the City within the time period designated by the notice, the City may correct or remove it and may store the materials and/or equipment at your expense, then complete the corrective Work. If you do not pay the costs incurred for the removal, storage and correction within 10 days after you receive written notice from the City of the amount of the costs, the City may upon 10 additional days' written notice, sell any such materials and/or, equipment at an auction or at a private sale and will account for the net proceeds, after deducting all the costs you are required to bear, including compensation for the City's services. If the proceeds of sale do not cover all costs for removal and correction of the Work, the difference will be charged to you with a deduction of any amounts due you, and an appropriate Contract modification will be issued. If later payments due you are not sufficient to cover the amount, you must pay the difference to the City, or the City may deduct the amount from any other funds due to you, including any amounts due under any other contract between City and you. 3. You must not perform any work without lines and grades or beyond the lines shown on the drawings or outside the scope of the Contract, without the prior written consent or direction of the City. It is not authorized, and if you do so you perform it at your sole expense. Upon direction of the City, work so done must be removed or replaced and those areas restored to their previously existing state at your sole expense. 4. Neither the determination of Final Completion and Acceptance of the Work, nor payment, nor any provisions in the Contract will relieve you of responsibility for defective or non-conforming Work, faulty materials, equipment or workmanship, and unless otherwise specified, you must remedy any defects due to the foregoing and pay for any damage to the Work or other property resulting from defective or non-conforming Work, or faulty materials, equipment or workmanship throughout the Warranty Period, as defined in Section VILE, "Warranties," below, or such other period of time afforded by industry custom or law, whichever is longer. The City will give you written notice of the observed defects with reasonable promptness. C. Materials and Equipment 1. Quality of Materials. Unless otherwise specified in the Contract you must use all new materials for the Project and use them in such a manner as to produce completed Work that conforms with the Contract and is acceptable in every detail to the Commissioner. Only materials that conform to the requirements of these specifications may be incorporated or used in the Work. In the absence of a definite specification, materials must be the best of their respective kind with properties best suited to the Work required. 2. Materials Inspection and Responsibility. Before any material is incorporated into the Work, you must submit a "Request for Materials Inspection" to the Commissioner. You are solely responsible for submitting the requests with sufficient time for the City to City FundedVII. Quality of Workmanship, Equipment and Materials Exhibit 5 cont. 24 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) conduct its inspection. You are not entitled to payment for uninspected materials. The City has the right to inspect any material to be used in carrying out this Contract. The City does not assume any responsibility for the availability of any materials or equipment required under this Contract. By performing any tests or accepting any materials, the City in no way relieves you of any of your obligations or responsibility under this Contract. Materials, components, or completed Work that do not comply with the Detailed Specifications and other requirements of this Contract may be rejected by the City, and you must replace them at no additional cost to the City. After you receive notice from the City that materials or components have been rejected, you must promptly remove them from the City's premises at no additional cost to the City. D. Substitution of Materials 1. The City will consider your request for substitution in cases of product unavailability or other conditions beyond your control. 2. You must submit each request for substitution separately and each must include: a. Complete data substantiating compliance of proposed substitution with requirements stated in the Contract; (1) Product identification, including manufacturer's name and address (2) Manufacturer's literature identifying: (a) Product description (b) Reference standards (c) Performance and test data (3) Samples, as applicable (4) Names and address of similar projects on which the product has been used, and date of each installation; b. Itemized comparison of the proposed substitution with product specified that lists significant variations; c. Data relating to changes in the Schedule; d. Any effect of substitution on other parts of the Work, any Subcontractors, or any separate contracts; e. List of changes required in other Work or products; f. Accurate cost data comparing proposed substitution with product specified, including the amount of any net change to Contract Price; g. Designation of required license fees or royalties; and h. Designation of availability of maintenance services, sources of replacement materials. 3. When you make a formal request for substitution make you are warranting and representing that: a. The proposed substitution is equivalent to or superior in all respects to the product specified; City FundedVII. Quality of Workmanship, Equipment and Materials 25 Exhibit 5 cont. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised .lune 2017) b. The same warranties and guarantees will be provided for the substitute as for the product specified; and c. You will .coordinate the installation of accepted substitutes into the Work and will make such changes as may be required for the Work to be complete in all respects. 4. If evidence you present does not, in the sole opinion of the Commissioner, provide a sufficient basis for reasonable certainty that the proposed substitution or deviations will provide a quality, result, function, and esthetic appearance, among other attributes, at least equal to that attainable by the specified product, the Commissioner may reject the substitution or deviation without further investigation. 5. The Commissioner will judge the design and appearance of proposed substitutes on the basis of their suitability in relation to the overall design of the Project, as well as for their intrinsic merits. The Commissioner will not approve proposed substitutes as equal to items specified that, in the Commissioner's opinion, would be unharmonious, or otherwise inconsistent with the character, quality or design of the Project. 6. You must bear any additional cost, or any loss or damage, arising from the substitution of any material or method for those specified, including the cost for damages incurred by other contractors notwithstanding approval or acceptance of the substitution by the Commissioner, unless the substitution was initiated by the written request or direction of the Commissioner. 7. The investigation review and approval of substitute materials requires a minimum of 30 days beyond that required for specified routine items. No request for a delay or disruption will be allowed whether or not the substitution is granted. 8. Approval by the Commissioner of a substitution of material will be given in a Contract modification as required in Article )^, "Changes in the Work." E. Warranties . 1. You warrant all Work furnished under this Contract against defective materials and workmanship, improper performance and non-compliance with the Contract for a period of one year after the date of Final Completion and Acceptance of the Work ("Warranty Period"), except as otherwise specifically stated in other parts of the Contract or within such longer periods of time as may be provided by law or by the manufacturer, which periods will then become the Warranty Period as applicable. Your warranty will be in addition to any Manufacturers' Warranties. 2. Your written warranty will include the name of the project as designated in the Contract, be signed by an officer of the company having authority to provide the warranty, and state: "This document serves as a one - year written warranty for the Work performed, and material and equipment installed on the above referenced project. This warranty incorporates all provisions of the Contract that refer or relates to the warranty. This warranty begins on (date) 3. During the Warranty Period, you must repair and replace at your own expense, when so ordered by the Commissioner, all Work that may develop defects whether these defects may be inherent in the equipment or materials, in the functioning of the piece of equipment, or in the functioning and operation of pieces of equipment operating together City FundedVII. Quality of Workmanship, Equipment and Materials Exhibit 5 cont. 26 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) as a functional unit. Any equipment or material that is so repaired or replaced will have the Warranty Period extended for a period of one year from the date of the last repair or replacement. 4. You must bear all costs associated with any repair or replacement under this section, including removal, material, transportation, and reinstallation. 5. Manufacturer's Warranties a. You must: (1) ensure that all required Manufacturer's Warranties pass through to the City and the Department; (2) submit all applicable manufacturers' warranties to the Commissioner and ensure that all warranty forms have been completed in the Department's name and registered with the appropriate manufacturers. b. Whenever you make repairs or provide replacements under Section VII.E.3, you must provide a manufacturer's warranty for the repaired or replaced Work, if standard with the manufacturer, in addition to your warranty under Section VII.E.2. VIII. PERSONNEL A. Competency of Workers You must employ only competent and efficient laborers, mechanics or artisans on the Work, as demonstrated by completion of a specific training program or demonstrated project experience. Whenever, in the opinion of the Commissioner, any worker is careless, incompetent, violates safety or security rules, obstructs the progress of the Work, acts contrary to instructions or acts improperly, or fails to follow the safety requirements of this Contract, you must, upon request of the Commissioner, remove the worker from the Work. You must not permit any person or worker to enter any part of the Work or any buildings connected with it who is under the influence of intoxicating liquors or controlled substances. v.. B. Supervision and Superintendence While Work is in progress, either by your labor force or that of your Subcontractor, you must have a full-time, experienced and qualified superintendent assigned to the Work. You must superintend the Work and must have a competent superintendent at the job site at all times with authority to act for you as the contact person with the Commissioner. C. Contractors Project Personnel No separate payment will be made to you for the cost of personnel. Those costs must be included in the Contract Price. D. Key Personnel Upon award of the Contract, you will submit a project staff organization chart that includes the names and resumes of employees in key positions for this project. All employees in key positions must be approved by the Commissioner. City FundedVII. Quality of Workmanship, Equipment and Materials Exhibit 5 cont. 27 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) Changes in the assignment of any key personnel due to commitments not related to this Contract are prohibited without Commissioner's approval. If any key personnel, selected in accordance with the key personnel provisions under this section of the Contract, should become unable to continue in the performance of the assigned duties for reasons due to death, disability or termination, you must promptly notify the Commissioner and explain the circumstances. Under a request by Commissioner, you must provide to the Commissioner, within seven days, the name of the person substituting for the individual unable to continue, together with any information the Commissioner may require to judge the experience and competence of the substitute person. Upon approval by the Commissioner, the substitute person will be assigned to the project. If the Commissioner rejects the substitute, you will have seven days after that to provide the name a second substitute person, with any information the Commissioner may require, until a proposed replacement has been approved by the Commissioner. E. Prevailing Wage Rates In the performance of the Work, you are fully responsible for paying not less than the prevailing rate of wages as determined by the Illinois Department of Labor, which must be paid to all laborers, mechanics, and other workers performing Work under this Contract. Your attention is called to the generally prevailing hourly rate of wages, as determined by the Illinois Department of Labor, which are included in the DB Agreement and which are incorporated into the Contract. These wage rates are also the prevailing wage rates for the City of Chicago, as determined by the Department as of the date of publication of these specifications. The wage rates set forth in these specifications were the rates in effect at the time these specifications were issued. In the performance of the Work, however, you are fully responsible for paying the generally prevailing hourly rate of wages in effect, as determined by the Illinois Department of Labor, at the time the Work is performed. If the Illinois Department of Labor revises the prevailing rate of hourly wages to be paid for the Work before completion of the Project, the revised rate applies to this Contract from the effective date of the revision, but the revision does not entitle you to any increased compensation under the terms of this Contract. As a condition of making payment to you, the City may require you to submit an affidavit to the effect that not less than the prevailing hourly wage rate is being paid to laborers, mechanics, and other workers employed on this Contract in accordance with Illinois law. F. "Living Wage" A. Section 2-92-610 of the Municipal Code of Chicago provides for a base wage for certain categories of workers employed in the performance of City contracts, specifically non-City employed security guards, parking attendants, day laborers, home and health care workers, cashiers, elevator operators, custodial workers, and clerical workers ("Covered Employees"). Accordingly, pursuant to Section 2-92-610 and regulations promulgated thereunder: 28 City Funded Exhibit 5 cent. VIII. Personnel Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised .lime 2017) 1. if the Contractor has twenty-five (25) or more full-time employees, and 2. if at any time during the performance of the contract the Contractor and/or any subcontractor or any other entity that provides any portion of the Services (collectively "Performing Parties") uses twenty-five (25) or more full-time security guards, or any number of other full-time Covered Employees, then 3. the Contractor must pay its Covered Employees, and must assure that all other Performing Parties pay their Covered Employees, not less than the minimum hourly rate as determined in accordance with this provision (the "Base Wage") for all work performed pursuant to the Contract. B. The Contractor's obligation to pay, and to assure payment of, the Base Wage will begin at any time during the Contract term when the conditions set forth in A.1 and A.2 above are met, and will continue thereafter until the end of the Contract term. C. As of July 1, 2017, the Base Wage is $12.30 per hour. Each July 1st, thereafter the Base Wage will be adjusted, using the most recent federal poverty guidelines for a family of four (4) as published annually by the U.S. Department of Health and Human Services, to constitute the following: the poverty guidelines for a family of four (4) divided by two thousand (2000) hours or the current base wage, whichever is higher. At all times during the term of this Contract, Contractor and all other Performing Parties must pay the Base Wage (as adjusted in accordance with the above). If the payment of prevailing wages is required for work or services done under this Contract, and the prevailing wages for Covered Employees are higher than the Base Wage, then the Contractor must pay the prevailing wage rates. D. The Contractor must include provisions in all subcontracts requiring its subcontractors documentation acceptable to the Commissioner demonstrating that all Covered Employees, whether employed by the Contractor or by a subcontractor, have been paid the Base Wage, upon the City's request for such documentation. The City may independently audit the Contractor and/or subcontractors to verify compliance herewith. Failure to comply with the requirements of this Section will be an event of default under this Contract, and further, failure to comply may result in ineligibility for any award of a City Contract or subcontract for up to three (3) years. E. Not-for-Profit Corporations: If the Contractor is a corporation having Federal taxexempt status under Section 501(c)(3) of the Internal Revenue Code and is recognized under Illinois not-for-profit law, then the provisions of Section A through D above do not apply. G. Minimum Wage, Mayoral Executive Order 2014-1 Mayoral Executive Order 2014-1 provides for a fair and adequate Minimum Wage to be paid to employees of City contractors and subcontractors performing work on City contracts. 29 City Funded Exhibit 5 cent. VIII. Personnel Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) If this contract was acdvertised on or after October 1, 2014, Contractor must comply with Mayoral Executive Order 2014-1 and any applicable regulations issued by the CPO. The Minimum Wage to be paid pursuant to the Order is $13.45 per hour. The Minimum Wage must be paid to: • All employees regularly performing work on City property or at a City jobsite. • All employees whose regular work entails performing a service for the City under a City contract. The Minimum Wage is not required to be paid to employees whose work is performed in general support of contractors operations, does not directly relate to the services provided to the City under the contract, and is included in the contract price as overhead, unless that employee's regularly assigned work location is on City property or at a City jobsite. It is also not required to be paid by employers that are 501(c)(3) not-for-profits. Except as further described, the Minimum Wage is also not required to be paid to categories of employees subject to subsection 4(a)(2), subsection 4(a)(3), subsection 4(d), subsection 4(e), or Section 6 of the Illinois Minimum Wage Law, 820 ILCS 105/1 et seq., in force as of the date of this Contract or as amended. Nevertheless, the Minimum Wage is required to be paid to those workers described in subsections 4(a)(2)(A) and 4(a)(2)(B) of the Illinois Minimum Wage Law. Additionally, the Minimum Wage is not required to be paid to employees subject to a collective bargaining agreement that provides for different wages than those required by Mayoral Executive Order 2014-1, if that collective bargaining agreement was in force prior to October 1, 2014 or if that collective bargaining agreement clearly and specifically waives the requirements of the order. If the payment a Base Wage pursuant to Municipal Code of Chicago Sect. 2-92-610 is required for work or services done under this Contract, and the Minimum Wage is higher than the Base Wage, then the Contractor must pay the Minimum Wage. Likewise, if the payment of a prevailing wage is required and the prevailing wage is higher than the Minimum Wage, then the Contractor must pay the prevailing wage. Contractors are reminded that they must comply with Municipal Code Chapter 1-24 establishing a minimum wage. H. Employment Prelcrences 1. Veterans Preference In accordance with the Veterans Preference Act, 330 ILCS 55/0.01 et seq., employment and appointment preference shall be given to veterans when filling positions. This preference may be given only where the individuals are available and qualified to perform the Work. Contractor must ensure that the above provision is inserted in all contracts it enters into with any Subcontractors and any labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any material, labor, or services in connection with this Agreement. 2. Chicago and Project Area Residency Requirements 30 City Funded Exhibit 5 cent. VIII. Personnel Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) If the funding under this contract is $100,000 or more, Contractor and all subcontractors that perform work on the site on the construction project undertaken pursuant to this contract shall comply with the minimum percentage of total worker hours performed by actual eligible residents of the City of Chicago as specified in § 2-92-330 of the Municipal Code and rules and regulations adopted thereunder,, unless otherwise prohibited by law. 7.5% of the total work hours must be performed by project area residents and 50% of the total work hours must be performed by city residents unless the Chief Procurement Officer determines otherwise. Work hours performed by project area residents are counted as work hours performed by city residents for purposes of calculating the minimum work hour percentage required to be performed by city residents. In addition to complying with this requirement. Contractor and all Subcontractors must make good faith efforts to utilize qualified eligible residents of the City of Chicago in both unskilled and skilled labor positions. "City residents" means persons domiciled within the city. "Project area residents" means persons domiciled within that part of the city designated as the project area in the information for bidders issued by the Department of Procurement Services. "Domicile" means an individual's one and only true, fixed and permanent home and principal establishment. "Eligible residents" means city residents and project area residents. "Actual residents of the City of Chicago" shall mean persons domiciled within the City of Chicago. The domicile is an individual's one and only true, fixed and permanent home and principal establishment. \ The contractor shall provide for the maintenance of adequate employee residency records to ensure that actual eligible Chicago residents are employed on the project. The contractor and subcontractors shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence. Certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) must be submitted weekly to the Commissioner of the supervising department in triplicate, shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the company hired the employee should be written in after the employee's name. Full access to the contractor's and subcontractors' employment record shall be granted to the Chief Procurement Officer, the Commissioner of the supervising department, the Superintendent of the Chicago Police Department, the inspector general, or any duly authorized representative thereof. The contractor and subcontractors shall maintain all City Funded Exhibit 5 cent. VIII. Personnel Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) relevant personnel data in records for a period of at least three years after final acceptance of the work. At the direction of the supervising department, affidavits and other supporting documentation will be required of the contractor to verify or clarify an employee's actual address when doubt or lack of clarity has arisen. Good faith efforts on the part of the contractor to provide utilization of actual eligible Chicago residents shall not suffice to replace the actual, verified achievement of the requirements of this section concerning the worker hours performed by actual eligible Chicago residents. When work is completed, in the event that the City has determined that the contractor failed to ensure the fulfillment of the requirement of this section concerning the worker hours performed by actual eligible Chicago residents or has failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this section. Therefore, in such a case of non-compliance it is agreed that 1/20 of 1 percent (.05%), 0.0005, of the approved contract value for this contract shall be surrendered by the contractor to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll date may subject the contractor or subcontractors or employee to prosecution. Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this contract. 3. Employment of Illinois Laborers on Public Works Projects Contractor must use only Illinois laborers in the performance of this Contract to the extent (1) required by the Employment of Illinois Laborers on Public Works Projects Act, 30 ILCS, 570/0.01, as amended from time to time and (2) othenwise permitted by law. H. Working hours in city contracts Eight hours constitutes a legal day's work under this Contract, in accordance with § 2-92220 of the Municipal Code of Chicago •32 City Funded Exhibit 5 cent. VIII. Personnel Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) IX. PERMITS AND LICENSES A. Contractor Obtains Permits Except for the three types specified below, you must obtain all permits wherever the Work under this Contract requires them, including from the City of Chicago or other public authorities. You must furnish triplicate copies of the permits to the City before the Work covered by them is started. NO WORK IS ALLOWED TO PROCEED BEFORE SUCH PERMITS ARE OBTAINED. The City will obtain permits required from the Metropolitan Water Reclamation District of Greater Chicago, the Illinois Division of Waterways and the U.S. Army Corps of Engineers. B. Contractor Pays Permit Fees The special use of, or removal, alteration or replacement of certain City-owned facilities and appurtenances such as traffic signs, parking meters, trees, sewers, hydrants, bridges and viaducts which are required for you to perform your Work are subject to all applicable Municipal Ordinances. It is your responsibility to obtain all the necessary permits and pay the associated fees. You must furnish copies of the permits to the City before the Work covered is started. Information with regard to the above may be obtained by contacting the appropriate City Departments. C. Occupancy Placard and Fees You must provide an occupancy placard indicating occupancy and floor plans based upon key plans provided by the Architect. It is your responsibility to pay all fees and expenses related to providing the occupancy placard. X. COORDINATION WITH OTHER CITY DEPARTMENTS A. Water System Work and Usage If water from a City hydrant is necessary for the execution of the Work, you must obtain a hydrant permit from the City's Department of Water Management. You must obtain a permit from that department also for any construction, repair or adjustment of any water main, branch or service connection. Requests for permits must be made at the Department of Water Management, City Hall, 121 North LaSalle Street, Room 906, Chicago, Illinois 60602; 312/744-7060. B. Sewer System Work If you will be constructing, repairing, adjusting or cleaning any subsurface structure designed to collect or transport storm and/or sanitary waste water, either in private property or in the public way you, through a licensed drainlayer, must obtain a permit issued under this Section X.B. (A licensed drainlayer is a person possessing a current sewer and drain license issued by the Department of Water Management.) Requests for permits must be made at the Department of Water Management (Sewers and Drains), 333 8. State Street, Room 410, Chicago, IL 60604-3971; 312/747-8117. City Funded X. Coordination with Other City Departments Exhibit 5 cent. 33 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) Project plans must be submitted to the Department of Water Management (Sewers and Drains) sufficientiy in advance for examination and review. Plans meeting the department's requirements must be submitted with the application for permit at least four days before the issuance of permit. When applying for a permit, you must submit three sets of plans that show all new underground sewer Work inside and around the project with a clear site or location plan together with the estimate of quantities for sewer sizes and sewer structures to be installed. A copy of the permit must be on the Work site before the start of construction. Failure to obtain a permit before the start of construction will result in a penalty and could result in the revocation of the drainlayer's license. You must arrange for sewer inspections at least 48 hours before the start of Work. Inspections may be requested by calling (312)744-7501 for Plumbing Inspections and (312) 747-7892 for Mason Inspections. C. Parking Meter Removal and Replacement The City via the metered parking concessionaire shall close or remove and opened or reinstall any parking meters, including signs indicating pay boxes, as may be required. However, you must pay all fees and lost meter revenues required by § 9-68-050 of the Chicago Municipal Code. You must advise the Department of Transportation, Bureau of Inspections, Construction Compliance Section (Public Way Permits), Room 804, City Hall, Chicago, Illinois 60602, in writing at least two weeks in advance of the closure citing the location and meter number of the meters to be closed or removed. Closures of less than 6 hours on a given day and limited to less than 10 business days are strongly encouraged, and you must be prepared to detail any reason requiring closures of a longer hourly and daily duration. You may not remove any parking meters without the express written consent of the Commissioner. If you violate this provision, you (a) recognize that the City will suffer damages as a result, including the costs incurred by the City in tracking, retrieving, and repairing damage to the parking meters, and (b) will be liable for liquidated damages in the amount of $350 for each single-space parking meter or $10,000 for each pay box you removed. All amounts, including any other debts, will be deducted from any amounts due or that may become due you. Notification must be provided immediately once meters can be opened or reinstalled. That notification must be e-mailed to the Department of Revenue at parkinq-meter-closure@ citvofchicaqo.orq. Please include "REOPEN/REINSTALL" in the subject line and provide details concerning permit numbers, locations, and dates that the meters may be opened or reinstalled. The City of Chicago Department of Transportation and the Department of Revenue may modify these requirements in the future. D. Traffic and Parking Sign Removal and Replacement The City will remove and re-install any traffic and parking sign(s) as may be required, however, you will be responsible for all fees relative to the removal and replacement of all of the City's traffic and parking signs. You must inform the Bureau of Signs and Markings, in writing, of the location of each sign to be removed and specify its distance from the property City Funded X. Coordination with Other City Departments Exhibit 5 cont. 34 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) line of the nearest cross street. Each sign legend must also be stated. This information must be provided at least five days before removal. You must also inform the Bureau of Signs and Markings, in writing, of when signs may be reinstalled as soon as this date is known. Contact the Bureau of Signs and Markings, 3458 8. Lawndale, Chicago, Illinois, 60623, Attn.: Deputy Commissioner, (312)747-2210. E. Trees In accordance with § 10-32-060 et seq. of the Municipal Code, you must obtain a permit from the Bureau of Forestry when removing planting, trimming, spraying, or in any way affecting the general health or structure of trees in the public way. There is no fee for this permit. The permit must be obtained from the Bureau of Forestry Permits Division; 3200 8. Kedzie, Chicago, Illinois 60623; (312/747-2098), fax (312) 747-2178. The Bureau of Forestry requires 48 hours' notice before starting Work for all activities with the exception of tree planting, which requires two weeks' prior notice. To obtain tree planting permits, two copies of the site plan must be presented to the Bureau for its review and approval. A Bureau representative must also assist in the selection of those trees to be planted in the public way. Tree planting standards and specifications are outlined in the Bureau of Forestry's "Manual of Tree Planting Standards," which is available upon request from the Bureau of Forestry. F. Demolition If demolition of a structure or removal of an underground storage tank is required during construction, you must obtain a permit and pay the required fee as set forth in the Municipal Code and its amendments to date. The permit must be obtained from the Department of Construction and Permits, City Hall, 121 North LaSalle Street, Room 900, Chicago, Illinois 60602; (312/744-3400). XI. SCHEDULE A. Time 1. The date for commencement of the Work is the date set forth in the Contract or such other date as may be established at the discretion of the Commissioner in a Notice to Proceed. Within five calendar days after the award and release of the Contract, you must provide the Commissioner, a schedule for the performance of the Work, which complies in all respects with the Contract, within the Contract Time. The schedule may be used as a means of determining the progress of your performance of the Work, but neither the provision of the schedule to the City, nor the City's acceptance or use of the schedule, acts in any way to relieve you of any of your obligations under the Contract. 2. Progress and Completion. TIME IS OF THE ESSENCE IN THIS CONTRACT. No time extensions will be allowed unless they are contained in a Contract Modification that has been approved and executed by the City. Liquidated damages will be assessed against you for late completion of the Work and failure to achieve any milestone dates that provide for liquidated damages set forth in the Contract. You must not suspend any Work that may be subject to damage by climatic conditions without the Commissioner's City Funded X. Coordination with Other City Departments 35 Exhibit 5 cont. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) prior written approval. Notwithstanding any other terms contained in this Contract, you must take measures to protect the Work and to minimize the impact of such conditions on the progress of the Work. B. Progress Schedule 1. You must begin performance of the Work and to prosecute it with all due diligence, so as to complete the entire Work under this Contract within the Contract Time stipulated, after the date of commencement of Work, as specified in the written Notice to Proceed to you. The date for the commencement of Work is not counted as a day, but each day after that, from midnight to midnight, is counted as one day and the last day counted is the date of Final Acceptance and Completion of the Work. You must, when necessary, use overtime, multiple shifts, weekend and/or holiday work to maintain the approved schedule at no additional cost to the City. 2. Except when otherwise specified by the Commissioner, you must provide the progress schedule ("Schedule") for the Work using the Critical Path Method ("CPM") as described in Section XI.D, "Critical Path Method Schedule," below. 3. The Commissioner's approval of your Schedule is done for the sole purpose of insuring that all CPM scheduling documents you prepare are in conformance with the Contract requirements. This approval does not relieve you of the responsibility for the means, methods, procedures and sequence of the construction process nor does it entitle you to additional funds for completing Work in a period that is less than the Contract Time. 4. Daily Progress Reports: You and all Subcontractors must prepare and submit to the Commissioner daily progress reports on the various parts of the Work, including in the report the number of workers and the classification of the trades involved, equipment used and any pertinent information regarding possible delays in the Work. C. Construction Operations Plan 1. You must, within 14 days after Notice to Proceed, submit to the Commissioner for review the order of procedure you propose to follow in performing the Work. Work begins only after your proposed order of procedure in performing the Work and the Schedule have been submitted to and consented upon by the Commissioner, in writing. You understand that a reasonable amount of time is required by the Commissioner for the examination of the procedure and Schedule. As Work progresses, changes or modifications in the procedure and Schedule, may be required by the Commissioner. In that event, upon notice from the Commissioner to you, further Work is performed only in accordance with the changed or modified procedure and Schedule as have been submitted to and consented upon, by the Commissioner, in writing. 2. The Commissioner, in his/her sole discretion, may reject or require modification of any proposed or previously approved order of procedure, that he or she considers to be unsafe for the Work under this Contract, or for other Work being carried on in the vicinity, or for other structures, or for the public, or for workmen, engineers and inspectors employed thereon, or that will not provide for the completion of the Work within the period of time specified in the Schedule, or that is contrary to any other requirement of this Contract. 3. The City's acceptance or approval of any order or procedure or equipment that you City Funded XII. Meetings 36 Exhibit 5 cont. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) submitte(d or employ (does not in any manner relieve you of responsibility for the performance of the Work, or for the safety of the performance of the Work under this Contract, or from any liability whatsoever on account of any procedure employed by you, or due to any failure or movement of any structure or equipment furnished by it. Notwithstanding any approval by the Commissioner, should any structure or equipment installed under this Contract afterwards prove insufficient in strength or fail in any manner whatsoever, the insufficiency or failure in no way forms the basis of any claim for extra compensation for delay, or for damages or expenses caused by the insufficiency or failure, or for an extension of time for completion of the Work, or for material, labor or equipment required for repairing or rebuilding the structure or equipment, or for repairing or replacing any other Work that may have been damaged by the movement or insufficiency or failure of any such structure or equipment, respectively. D. Critical Path Method ("CRM") Schedule 1. You must format the Schedule to show the proposed starting and completion date for the various stages of the Work, including any float time, and must prepare it in such a way that it can be used to plot actual progress against proposed progress. You must update the Schedule and submit it to the Commissioner no less than monthly or as directed by the Commissioner. The Commissioner may request more frequent Submittals. Monthly payment will be withheld for failure to submit updated Schedules. One copy of the Schedule must be submitted to the Commissioner in a reproducible format. A copy of the Schedule must be submitted on a computer diskette in a format acceptable to the Commissioner. 2. You must assure that the Schedule includes, at a minimum: a. Project name. Contract number. Contractor's name, data date and plot date on each separate sheet. If multiple diagrams are prepared, each must, in addition to the above, include a descriptive title of that portion of the Work included in them. b. The order and interdependency of activities, indicating the sequence in which you plan to perform the Work; the Schedule must describe and indicate the critical path; and c. Estimates of man hours and/or crew sizes for each activity. d. The dates for: (1) starting and completing the various stages of the Work, including milestones identified by the City in the Contract; (2) placing material orders, fabrication and delivery of materials and equipment; (3) preparation, submittal and approval of all required submittals to the City; (4) procuring material and equipment furnished by the City; (5) interface activities performed by other contractors or Subcontractors upon which your Schedule depends; (6) all Work activities and field construction operations; (7) equipment installation, testing and balancing. City Funded Exhibit 5 cont. XII. Meetings 37 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 3. For purposes of the Schedule, "activity" means each logically separate part of the Work defined by an observable start and an observable finish, subject to the following: a. To establish the scope of an activity for Schedule purposes, you must form a single activity from the largest grouping of related operations that permit a continuous and measurable flow of Work; b. The scope of an activity must be small enough to permit a reasonable appraisal of its status or as directed by the Commissioner; c. Each activity on the Schedule must be manpower loaded; d. The activities must be defined so that the average activity has a value of approximately $25,000, with no activity exceeding $200,000 without the consent of the Commissioner; and e. Activities of other contractors or companies that must be completed before the start of your Work or portion of Work must be included in the Schedule as milestones and identified with a designation approved by the Commissioner. 4. You must furnish the following information on the Schedule for each activity: a. Activity numbers assigned to the related portions of Work in the format of the project specification division and section numbers. You must submit the activity numbers to the Commissioner for review and approval; b. A description of the activity that is sufficiently detailed to permit an evaluation of your performance of the Work described; c. Duration of the activity in days, unless otherwise noted; d. Responsibility code for each activity that is not performed by you, indicating which Subcontractor, supplier, fabricator, or other contractor is to perform the activity; e. Each activity must be identified with early/late start, early/late finish, and total float; f. A breakdown by monthly node of dollar amount and percentage of Contract Price. 5. In addition to the above, any activity whose start or finish dates has been specified elsewhere in the Contract must be shown as the specified dates in the Schedule. 6. The following information must be furnished on the Schedule as summary items: a. The projected total percentage complete, on a monthly basis; b. Anticipated total partial payments, on a monthly basis, including Subcontractor payment breakdown; and c. The projected total manpower requirements, on a weekly basis. d. Within 14 days after receipt of the detailed Schedule and supporting documents, the Commissioner will either approve the Schedule or reject it with written comments. If the Schedule is rejected, you must submit a revised Schedule within seven calendar days of the date of rejection. The Commissioner's decision to reject the Schedule is final and you may not dispute it under Article XIX of the Contract. City Funded Exhibit 5 cent. XII. Meetings 38 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 8. You must provide prompt written notice to the Commissioner of any events or other changes that may delay or accelerate the Schedule. f. If you fail to provide the Schedule within the time prescribed and/or updates within the stated time frames, it is an event of default under the Contract, and the Commissioner may, in addition to any other remedies available to the City, withhold monthly partial payments until such time as you submit the required information. 7. Changes to the Schedule a. If you propose to make any changes to the Schedule, you must provide the Commissioner notice of the proposed changes, in writing, stating the reasons for the change, identifying each changed activity (including durations and interrelationships between activities) and providing a diskette of the proposed changed Schedule. b. The originally approved Schedule will be the Baseline Schedule. The Commissioner, in his sole discretion, may approve or disapprove the proposed change in the Schedule to the extent that the change does not extend the Contract Time. He will provide a decision in writing to you within 10 days of receipt of your submission. All monthly updates must be plotted against the current revision of the Baseline Schedule. c. If the Commissioner approves the change to the CRM Schedule you must submit a revised Schedule incorporating the change(s) within 10 days after approval along with a written description of the change(s) to the Schedule. d. Any proposed change that would result in an extension of Contract Time requires a written modification of the Contract pursuant to Section XIII.B, "Modifications," of the Contract. 8. Updating. The originally approved CRM will be designated as the Baseline Schedule and will only be changed based on a Contract Modification that extends the Contract duration. , a. All updates will be plotted against the Baseline Schedule. You must update the CRM Schedule on a monthly basis coincident with the submission of the pay estimate. The updated information must include the Baseline Schedule detail and the following additional information for each activity: (1) Actual start dates; . (2) Actual finish dates; (3) Actual activity percent complete; (4) Remaining duration of activities in progress; and (5) Critical activities must be identified or highlighted. b. The updated information must include the Baseline Schedule detail and the following additional information for each summary item: (1) Actual monthly and total-to-date Work percentage complete. (2) Actual monthly partial payments, including Subcontractor partial payments; and City Funded Exhibit 5 cent. XII. Meetings 39 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) (3) Actual weekly and total-to-date manpower utilization, c. The City may withhold partial payments if you do not submit updates as required. 9. Neither an update nor Schedule change may, in itself, extend the term of this Contract. The term of the Contract may only be extended by a written Contract Modification executed pursuant to Section XXIII.B, "Modifications," of the Contract. 10. Narrative Report. As part of the CRM Schedule update, you must prepare a written narrative report, highlighting the progress during the past update period. This written report must include the following information: a. Summary of Work accomplished during the past update period; b. Contract milestone comparison chart; c. Analysis of critical path(s); d. Analysis of time lost/gained during the update period; e. Identification of problem areas; and f. Recommended solutions to current problems. 11. You are required to attend a monthly CRM Schedule review meeting where the Schedule will be reviewed with the Commissioner. The purpose of this meeting is to review past progress, current status, problem areas and future progress. Your narrative report is reviewed at this meeting. Your representatives attending this meeting must have the authority to commit manpower and/or other resources to correct any negative impact to the Schedule. Any possible means of shortening the Schedule at no additional cost will be brought to the attention of the Commissioner. The Updated Rrogress Schedule will be used as a guide for verifying estimates of work completed for which payment is requested, and must accurately represent the project's current status. None of the information provided in this Section constitutes a request for a time extension. E. Recovery Schedule 1. You must maintain an adequate work force and the necessary materials, supplies and equipment to meet the current approved Schedule. If you, in the sole opinion of the Commissioner, are failing to meet the approved Schedule, including any Contract milestones, you must submit a recovery Schedule (the "CRM Recovery Schedule"). The CRM Recovery Schedule sets forth a plan to eliminate the schedule slippage (negative float). The plan must be specific and show the methods to achieve the recovery of time, e.g., increasing manpower, working overtime, weekend work, employing multiple shifts. You must bear all costs associated with implementing the CRM Recovery Schedule. 2. Upon receipt of the CRM Recovery Schedule, the Commissioner will review it for conformance with the Contract and degree of detail. The Commissioner, within 14 days after receipt of the CRM Recovery Schedule and supporting documents will approve it or reject it with written comments. If the detailed CRM Recovery Schedule is rejected, you must submit a revised CRM Recovery Schedule within seven calendar days after the date of rejection. The Commissioner's decision to reject the CRM Recovery Schedule is final and you may not dispute it. City Funded Exhibit 5 cont. XII. Meetings 40 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 3. If you refuse to follow the (direction of the Commissioner, the Commissioner reserves the right after seven (days written notice to you, to procure the materials, equipment anct labor to procee(d with or to complete the Work or any portion of it an(d charge the cost to you. The Commissioner's rights un(der this provision are cumulative to rights un(der any other provisions of the Contract inclu(ding the City's rights to terminate for (default or to early termination. F. Time for Completing Punch List 1. TIME IS OF THE ESSENCE IN CLOSING OUT THE WORK, and you must begin work immediately after receipt of a list of minor miscellaneous or finishing work known as "Punch List Work." Your failure or that of your Subcontractors to begin the Punch List work within three days of receipt of the Punch List is an event of default. 2. You must diligently prosecute the Punch List work once begun and complete it within 30 days from receipt of the Punch List. If you fail to complete Punch List work within the 30 day time period, you must pay the liquidated damages set forth in the DB Agreement. 3. If liquidated damages are assessed, they will be added to the previously determined liquidated damages assessed as of the Substantial Completion Date or the City's beneficial occupancy of the Project, whichever occurs earlier. The City's takeover of the Project under Section XX.C.3.b., however, does not constitute beneficial occupancy for purposes of liquidated damages. G. No Damages for Delay; Extensions of Time 1. Should you be delayed in starting, prosecuting or completing the Work by any act of the City, including a delay, change, addition, deletion or modification in the Work or any omission, neglect or default of the City, or by order of the City, or anyone employed by or acting on behalf of the City, or by any cause beyond your control, none of which are due to any fault, neglect, act or omission on your part, then your relief is limited to an extension of the Contract Time that is no greater than the duration of any such delay. The extension of time releases and discharges the City, its employees, officials, agents and representatives from all claims for damages of whatever character, including any claims you may make on account of disruption, changes in sequence, interference, inefficiency, direct or indirect cost or any other causes of delay. 2. You must notify the Commissioner in writing of the cause within five calendar days after the delay begins. Consideration of a time extension for events beyond your reasonable control will be made if the delay directly impacts the Schedule for completion of the Work. Events considered to be beyond your reasonable control are limited to acts of God, acts of the public enemy, fires, floods, earthquakes, epidemics, quarantine restrictions, labor strikes at the job site, freight embargoes, or weather significantly more severe than the norm, but only if the listed causes were not foreseeable and did not result from your fault or negligence and only if you took reasonable precautions to prevent delays owing to such causes. 3. Unless otherwise provided in the Contract, the Contract Time is based on normal weather conditions. An extension is granted for weather significantly more severe than the norm only if you demonstrate to the satisfaction of the City that any delay in the progress of the Work was due to such weather. The basis used to define normal City Funded Exhibit 5 cent. XII. Meetings 41 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) weather will be the "normal" data as compiled by the United States Department of Commerce, National Oceanic and Atmospheric Administration in their most current report entitled "Local Climatological Data, Annual Summary with Comparative Data" for the month for which the time extension is sought. The effects of weather less severe than the norm may be taken into account in considering your requests for time extensions for the effects of more severe weather. 4. No extension of time will be granted under this Section for any delay if you, by your action or inaction, including your fault or negligence or that of your Subcontractors, caused the delay, or for which any remedies are provided under any other provision of the Contract. 5. The grant of an extension of time pursuant to this Section XI.G, "No Damages for Delay and Extension of Time," in no way constitutes a waiver by the City of any rights or remedies existing under this Contract, at law or in equity. 6. You must submit in writing any claim for extension of time to the Commissioner not more than five days after the delay begins, otherwise the claim is waived. Any claim for extension of time must (i) state the cause of the delay; (ii) specifically demonstrate the impact of the delay on the Schedule; and (iii) state the number of extension days requested. If the cause of the delay is continuing, only one claim is necessary, but you must report, in writing, the cessation of the cause for the delay within 10 days after the termination. Any claim for extension of time that does not comply with this provision constitutes a waiver by you of your rights to any such extension. 7. After receipt of a timely and properly completed request for a time extension, the City may (i) grant a time extension for the entire length of the delay; (ii) grant a time extension for a portion of the extent of the delay; or (iii) deny the time extension. 8. If you do not agree with the City's decision on a claim for time extension, you may appeal the ruling to the Chief Procurement Officer under Article XIX, "Claims and Disputes," but only if you have complied with the notice requirements provided in these Terms and Conditions for Construction and the time extension request exceeds five calendar days or the liquidated damages exceed $10,000. The Commissioner's decision is final whenever the time extension request is for a duration of less than five days or the liquidated damages are less than $10,000. H. Suspension of Work The Commissioner has authority to suspend the Work wholly, or in part, for such period of time as the Commissioner may deem necessary due to conditions unfavorable for the satisfactory prosecution of the work, or to conditions that, in the Commissioner's opinion, warrant the action or for such time as is necessary by reason of failure on your part to carry out orders given or to perform any or all provisions of the Contract. No additional compensation will be paid to you because of any costs caused by the suspension when the suspension is ordered for reasons resulting from any action or omission on your part or is related to utility adjustments, railroad work, work by other contractors on or near the Work covered by the Contract, or unforeseeable weather conditions. I. Liquidated Damages City Funded Exhibit 5 cont. XII. Meetings 42 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 1. If the Work is delayed, you are liable for liquidated damages for every day you fail to achieve the Contract Completion Date (or any milestone completion date that provides for liquidated damages), but only if the delay is not the result of an excusable cause permitted under Section XI.G.2, "No Damages for Delay and Extensions of Time." The specific amount of liquidated damages for which you are liable is set forth in the DB Agreement. 2. The City will recover liquidated damages by deducting the amount thereof out of any moneys due or that may become due you. If the moneys are insufficient to cover the damages, then you or your surety must pay the amount due. 3. If the City permits you to continue to perform Work despite your failure to meet any milestone date set forth in the Contract, the action in no way constitutes a waiver by the City of any rights or remedies that exist under this Contract, at law, or in equity. XII. MEETINGS A. Pre-Construction Meeting Before beginning Work, the Commissioner may conduct a Pre-Construction meeting. Your representatives and Subcontractors must attend. The purpose of the meeting is to establish lines of authority and communication and the identification of duties and responsibilities of the organizations. Discussion will cover specific contract plans, specifications, unusual conditions, schedules of completion, and other features of the Contract. The Commissioner may conduct additional coordination meetings at his discretion. B. Weekly Review Meetings The Commissioner may conduct weekly review meetings. At a minimum, your project manager and superintendent must attend. However, you must arrange for Subcontractors to attend the meetings if expressly requested by the Commissioner. The meetings may include the following: 1. Review of Work progress since the previous weekly review meeting; 2. Discussion of field observations, problems and decisions; 3. Review of off-site fabrication problems and other problems affecting in the Contract Time; 4. Review of equipment deliveries; 5. Discussion of corrective measures and procedures to achieve the CRM Schedule; U 6. Review of submittal schedules and effect on the CRM Schedule; 7. Review of proposed Contract changes and effect on the construction schedule; 8. Coordination requirements; 9. Clarifications and decisions required of the Commissioner; 10. Review of your forces on the Work; and City Funded Exhibit 5 cont. ( XII. Meetings 43 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 11. Review of Project Recor(d Document status and content. C. Monthly Review Meetings The Commissioner may conduct monthly review meetings. At a minimum, your project manager and superintendent must attend. However, you must arrange for Subcontractors to attend the meetings if expressly requested by the Commissioner. The meetings may include the following: 1. Review of Work progress since the previous monthly review meeting; 2. Discussion of field observations, problems and decisions; 3. Review of off-site fabrication problems and other problems affecting the CRM Schedule; 4. Review of equipment deliveries; 5. Discussion of corrective measures and procedures to achieve completion in the Contract Time; 6. Review of submittal schedules and effect on the CRM Schedule; 7. Review of proposed Contract changes and effect on the Schedule; 8. Coordination requirements; 9. Clarifications and decisions required of the Commissioner; 10. Review of your forces on the Work; and 11. Review of Project Record Document status and content. XIII. PAYMENTS A. Contract Price The "Contract Price" is the total dollar amount of your bid accepted by the City, including approved change orders. It includes all labor, equipment, materials, permits, licenses, fees, and taxes necessary to perform the Work. In the case of a lump sum Contract Price or lump sum line item, you must provide the Commissioner with a breakdown that includes a schedule of costs for the various parts of the Work included in the lump sum. The total of these costs must equal the lump sum Contract Price or lump sum line items, as applicable. The breakdown must be submitted in such form and detail, and supported as to correctness by such data, as the Commissioner may direct. The City will make no payment to you until you have submitted the breakdown and the Schedule required by Article XI, "Schedule," and the Commissioner has approved them. The breakdown may be used for verifying monthly progress payments upon substantiation of the costs detailed and the progress of the Work. For unit price line items, measurement and payment is as specified in the Detailed Specifications. B. Procedure for Monthly Payment Requests and Final Payment City Funded Exhibit 5 cont. XII. Meetings 44 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 1. You and the City will agree upon a payment schedule of at least once per month, or more frequently if appropriate or if specified elsewhere in the Contract. The Commissioner will process payment requests pursuant to that agreement if your payment requests, in the Commissioner's sole judgment, are acceptable in form and content, and if the Work for which payment is being requested has been completed according to the terms and conditions of this Contract. All payment requests are subject to correction by the Commissioner. 2. In cases where you proceed to perform and complete the Work properly under the Contract, progress payments will be processed on a monthly basis unless the amount earned is greater than $1,000,000, then payments may be made twice a month. The payment period ends on the monthly anniversary date of the Notice to Proceed. 3. Each monthly payment request must include one original and two copies of the following: a. Certified Statement. You must submit certified statement(s) (signed by an authorized individual and notarized) for each payment request; the statement, in the form acceptable to the Commissioner, must list the following for you and for each Subcontractor and supplier for the period for which payment is requested: (1) the name and business address of the particular Subcontractor or supplier; (2) description of the work performed and/or product supplied; (3) indication of whether the Subcontractor or supplier is an MBE, WBE, or a noncertified firm. (4) the total amount of the particular subcontract; (5) the amount previously paid to the Subcontractor and the dates paid; (6) the amount of the monthly pay request you will pay to each individual Subcontractor and/or supplier from payments you receive on the request, and the dates those amounts were invoiced or requested by the Subcontractor or supplier; (7) the balance remaining under the subcontract to complete the Work. b. Partial Waivers of Lien to Date and Affidavit for Payment. Following your first payment request, you must submit Partial Waivers of Lien from all Subcontractors and suppliers that performed services and provided supplies during the month before your previous payment request. The Partial Waivers of Lien must be in a form acceptable to the City and must identify, at a minimum, the payment request number and time period covered. The Partial Wavier of Lien must be in dollar amount equal to the dollar amount of the services performed or supplies provided by the Subcontractor or supplier during the relevant time period. With every payment request, you must also submit an Affidavit for Payment from all Subcontractors and suppliers for whose services or supplies you request payment. The Affidavit for payment must be in a form acceptable to the Commissioner and identify, at a minimum, the payment estimate number, the time period covered, and the total amount invoiced by the Subcontractor or supplier, and the total amount paid to the Subcontractor or supplier to date. City Funded Exhibit 5 cent. XIII. Payments 45 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) c. Status Report of MBE/WBE Subcontract Payments. A status report of MBE/WBE Subcontractor payments, as requirecd by the Contract documents, must be submitted with each monthly invoice in the form required by the City; and d. Certified Payrolls. You and all Subcontractors working on the job site must submit three copies of certified payrolls for the payment period to the Commissioner every week until all Work is completed. All payrolls must be identified with Contractor or Subcontractor's name, as appropriate. Contract name and be sequentially numbered. If there are periods of no Work by you or a Subcontractor, you must submit a payroll labeled "NO WORK." The final payroll must be clearly labeled "FINAL". Certified payrolls are required to assure EEO compliance as well as wage compliance. Race, worker classification, and gender must be clearly marked for each employee on the certified payroll along with all additional information required by the Chief Procurement Officer. An employee's address should appear every time his or her name appears on the payroll. You must submit the certified payrolls and additional information regarding EEO and wage compliance by providing a Payroll Summary Report in the form required by the Chief Procurement Officer. You and each Subcontractor must submit the EEO report forms required by the City and U.S. Department of Labor reflecting fully the periods of Work covered by the partial payment request. When directed, contractor shall be required to submit payrolls electronically using the City certified payroll reporting system. e. You must declare subcontractor payments with each invoice submitted to the City. You are required also to inform subcontractor each time you submit an invoice to the City that includes work for which you have been billed by the subcontractor. The Subcontractor Payment Certification Form can be downloaded from the City's website at www.cityofchicago.org/finance/subcontractorform. The information from this form will be recorded in the City's financial system and posted on the City website. C. Payment for Stored Material 1. Whether stored on- or off-the job site, the risk of loss for stored material will remain with you, and you must insure the stored materials against the risk of loss, theft or damage until its installment in the Work. 2. Payment for material stored on the job site will be 100% of a valid invoice. No payment will be made for materials stored off the job site unless otherwise authorized by the Commissioner in accordance with Section XIII.C.3. If Materials stored on the job site cannot be incorporated in the finished Work within a reasonable period of time you may include them in the monthly progress payment, but only if the following documents are submitted with the request for payment: a. Paid invoices showing the cost of material or equipment; b. Waiver of lien from the supplier indicating that the cost of the material or equipment was paid; and c. Inspection tickets showing that material or equipment had been inspected and accepted by the City, City Funded Exhibit 5 cont. XIII. Payments 46 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 3. Payment for material storeid off-site, if authorizect, will be 100% of a valiid invoice when you have provicded the Commissioner with the documents and assurances listed and complied with the requirements below: a. A paid invoice from the supplier showing the unit, quantity, description of the material or equipment and costs; b. A waiver of lien from the supplier for the total amount of the material purchased; c. Inspection for all of the material stored; d. A certified statement giving the exact location of the materials or equipment, stating that: (1) you have inspected all of the material stored and that it is complete and in good condition; (2) the materials are suitably stored and maintained at a bonded, secure and environmentally appropriate location that the Commissioner has agreed upon and subject to the conditions required or established by him; (3) you have complied with procedures satisfactory to the Commissioner to establish the City's title to the materials or othenwise protect the City's interest in them, including, insurance, storage and transportation to the Project site for the materials stored off-site, as the Commissioner may reasonably require; (4) the materials, equipment and associated fabricated components will not be diverted away from the Project; (5) a certificate of insurance coverage for the stored material upon which payment is requested; e. Immediately upon receipt of payment for the material, you must prepare and execute all documents required to transfer title to the City, including, any Uniform Commercial Code documentation necessary to perfect transfer of title; and f. All material and Work covered by payments will thereupon become the sole property of the City, subject to your obligation to insure it until Acceptance of the Work. D. Retainage 1. Pursuant to § 2-92-250 of the Municipal Code, no retainage shall be withheld by the City. As a matter of prompt payment to subcontractors as required by Section XIII.E, Contractor must not withhold retainage from subcontractors in any form, including but not limited to administrative fees. H. Prompt Payment to Subcontractors 1. Payment Within Seven Days. The Contractor must make payment to its Subcontractors within 7 days of receipt of payment from the City for each invoice, but only if the Subcontractor has satisfactorily provided goods or services or completed its work or services in accordance with the Contract Documents and provided the Contractor with all of the documents and information required of the Contractor. The Contractor may delay or postpone payment for a to a Subcontractor when the Subcontractor's work or materials do City Funded Exhibit 5 cont. XIII. Payments 47 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) not comply with the requirements of the Contract Documents, the Contractor is acting in good faith, and not in retaliation for a Subcontractor exercising legal or contractual rights. 2. Liquidated Damages for Failure to Promptly Pay. Much of the City's economic vitality derives from the success of its small businesses. The failure by contractors to pay their subcontractors in a timely manner, therefore, is clearly detrimental to the City. Inasmuch as the actual damages to the City due to such failure are uncertain in amount and difficult to prove. Contractor and City agree that the Commissioner may assess liquidated damages against contractors who fail to meet their prompt payment requirements. Such liquidated damages shall be assessed to compensate the City for any and all damage incurred due to the failure of the Contractor to promptly pay its subcontractors, and does not constitute a penalty. Any and all such liquidated damages collected by the City shall be used to improve the administration and outreach efforts of the City's Small Business Program. 3. Reporting Failures to Promptly Pay. The City posts payments to prime contractors on the web at http://webapps.citvofchicaqo.orqA/CSearchWeb/orq/citvofchicago/vcsearch/controller/pavme nts/beqin.do?aqencvld=citv. If the Contractor, without reasonable cause, fails to make any payment to its Subcontractors and material suppliers within 7 davs after receipt of payment under a City contract, the Contractor shall pay to its Subcontractors and material suppliers, in addition to the payment due them, interest in the amount of 2% per month, calculated from the expiration of the 7-day period until fully paid. In the event that a Contractor fails to make payment to a Subcontractor within the 7day period required above, the Subcontractor may notify the City by submitting a report form that may be downloaded from the DPS website at: http://www.citvofchicaqo.orq/content/dam/citv/depts/dps/ContractAdministration/Stan dardPormsAqreements/Failure to Promtly Pay Fillable Form 3 2013.pdf The report will require the Subcontractor to affirm that (a) its invoice to the Contractor was included in the payment request submitted by the contractor to the City and (b) Subcontractor has not, at the time of the report, received payment from the contractor for that invoice. The report must reference the payment (voucher) number posted on-line by the City in the notice of the payment to the contractor. Subcontractors are hereby reminded that per Chapters 1-21, "False Statements," and 1-22, "False Claims," of the Municipal Code of Chicago, making false statements or claims to the City are violations of law and subject to a range of penalties including fines and debarment. 4. Action by the City. Upon receipt of an electronic report of a failure to pay, the City will issue notice to the contractor, and provide the contractor with an opportunity to demonstrate reasonable cause for failing to make payment within applicable period set forth in the Contract. The Commissioner, in his or her sole judgment, shall determine whether any cause for nonpayment provided by a contractor is reasonable. In the event that the contractor fails to demonstrate reasonable cause for failure to make payment, the City shall City Funded Exhibit 5 cont. XIII. Payments 48 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) notify the contractor that it will assess liquidated damages. Any such liquidated damages will be assessed according to the following schedule: First Unexcused Report: Second Unexcused Report: Third Unexcused Report: Fourth Unexcused Report: Fifth and Each Succeeding Unexcused Report: $50 $100 $250 $500 $1,000 The liquidated damages set forth above shall be assessed per unexcused report per contract, i.e., each successive report regarding a contractor's failure to pay under this Contract will be assessed liquidated damages, regardless of which subcontractor files the unexcused report(s). By executing this Agreement, Contractor acknowledges and agrees that the City may collect such damages by deducting any amount due to the City from the next payment to be made to the Contractor. In the event that no further payments are due to Contractor, Contractor agrees to promptly pay such liquidated damages as it may owe to the City. Failure to make such payment within thirty (30) days of receipt of notice of the assessment of liquidated damages may result in Contractor being debarred from participating in City contracts for a period of not less than one year. Contractors are reminded that each unexcused failure to pay promptly is an event of default under the Contract and, in addition to the liquidated damages provided for in this Section, is subject to the remedies found in Section XX.C of this Contract. Contractors are further reminded that per Section 2-92-270 of the Municipal Code of Chicago, failure to pay subcontractors as required by law and the Contract may result in the City suspending payments to Contractor and making direct payments to such subcontractors. Any such direct payments shall be from funds due and owing to the contractor. 5. Whistleblower Protection. Contractor shall not take any retaliatory action against any subcontractor for reporting non-payment pursuant to this Section E. Any such retaliatory action is an event of default under this Contract and is subject to the remedies set forth in Section XX.C hereof, including termination. In addition to those remedies, any retaliatory action by a contractor may result in a contractor being deemed non-responsible for future City contracts or, if, in the sole judgment of the Commissioner, such retaliatory action is egregious, the Commissioner may initiate debarment proceedings against the contractor. Any such debarment shall be for a period of not less than one year. 6. If the Commissioner determines that the circumstances pertaining to a contractor's failure to pay promptly warrant excusing such non-performance, or determines that excusing such non-performance is in the best interests of the City, the Commissioner may waive any of the remedies provided in this Section E. Each such waiver is discrete, non-precedential and does not constitute a waiver of any subsequent remedies against a contractor who fails to comply with the terms and conditions set forth herein. City Funded Exhibit 5 cent. XIII. Payments 49 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) F. Payments Withhelid 1. The Commissioner may (decline a request for payment if, in the Commissioner's sole opinion, the request for payment is not a(dequately supported. If you and the Commissioner cannot agree on a revised amount, the Commissioner must process the payment in the amount he deems appropriate. 2. The Commissioner may decline to process any payment or may rescind in whole or in part any approval previously made to the extent that may be necessary in his sole opinion because of any failure to perform any obligation under the Contract, including; a. Failure or refusal to provide the City the required initial schedule for the Work or monthly schedule updates and obtain the City's approval for either or both; b. Your failure to remedy defective Work; c. Your failure to make payments to Subcontractors, or employees, or provide partial waivers of lien; d. Your failure to maintain timely progress of the Work as stated in your schedule, or the City's determination that the Work will not be completed within the Contract Time, or your failure to carry out the Work in accordance with the Contract; e. Failure to follow the City, State, Federal, or Contract safety and security requirements; f. Failure to maintain insurance policies as required by the Contract and/or to provide to the Commissioner each evidence of insurance coverage, in the form of current certificates of insurance, as he or she may require; g. Failure to comply with other requirements as referenced in the Contract; h. Failure to provide certified payrolls or other documents required under Section XI.G. "No Damages for Delay and Extensions of Time." i. Failure to provide material inspections as required by the Contract; and j. Failure to provide contract deliverables such as, accurate Record Drawings, warranties, guarantees, manuals, etc. 3. Pursuant to § 2-92-270 of the Municipal Code, the Chief Procurement Officer may, in his sole discretion, direct that no further payments be made, or vouchers or estimates issued to you, if he determines that you have failed to pay any Subcontractor, employee or worker for Work performed under this Contract. Failure to submit "Status Report of MBE/WBE Subcontract Payment" or "Certified Statement" as required under Section XIII.B. may result in a determination that you have failed to pay your Subcontractor(s). The City may withhold payment until you demonstrate, to the satisfaction of the Chief Procurement Officer, that payments to the Subcontractors, employees or workers have been made in full. If the Chief Procurement Officer gives you notice under Section XXIII.H that no further vouchers or estimates will be issued or payments made on the Contract until the Subcontractors, workers, and employees have been paid, and you neglect or refuse for a period of 10 days or more after notice was given to pay those Subcontractors, workers or employees, the Chief Procurement Officer may apply any money due, or that may become due, under the Contract to the payment of those Subcontractors, workers or City Funded Exhibit 5 cont. XIII. Payments 50 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised .luiic 2017) employees without further notice to you an(d the effect will be the same, for purposes of payment to you of the Contract Price, as if the City ha(d paid you directly. The failure of the City, however, to retain and apply any money, or of the Chief Procurement Officer to order or direct that no vouchers or estimates be issued or further payments made, will not, nor will the paying over of the reserved percentage without the Subcontractor, workers, or employees being first paid, in any way affect your liability or that of your sureties to the City, or to any such Subcontractor, worker or employee upon any bond given in connection with this Contract. 4. Debts; Outstanding Parking Violation Complaints In accordance with § 2-92-380 of the Municipal Code, and as otherwise permitted by law, in addition to any other rights and remedies (including any set-off) available to the City under the Contract or permitted at law or in equity, the City is entitled to set off a portion of the Contract price or compensation due under the Contract, in an amount equal to the amount of the fines and penalties for each outstanding parking violation complaint and the amount of any debt owed by the contracting party to the City. For purposes of this provision, the terms "outstanding parking violation complaints" and "debt" are defined in the Municipal Code as are the conditions under which no set-off will be made. 5. Provisions Relating to Liens Contractor will notify Subcontractors that no mechanic's lien under the Illinois Mechanics' Lien Act, 770 ILCS 60/23, et seq., will be permitted to arise, be filed, or maintained against public funds, the Project, or any part of it, or any interest in them, or any improvements on them, or against any monies due or to become due to Contractor on account of any work, labor, services, materials, equipment, or other items performed or furnished for or in connection with the Project to the extent permitted by law. Contractor, for itself and its Subcontractors, expressly waives, releases, and relinquishes such liens and all rights to file or maintain such liens; and Contractor further covenants that this waiver of liens and waiver of the rights to file or maintain such liens is an independent covenant. If any of Subcontractors, employees, officials, agents, or any other person directly or indirectly acting for, through, or on their behalf files or maintains a lien or claim under the Illinois Mechanic's Lien Act, 770 ILCS 60/23, etseq., against public funds or against any monies due or to become due to Contractor on account of any Work, labor, services, materials, equipment, or other items performed or furnished for or in connection with the Project, Contractor must cause such liens and claims to be satisfied, removed, or discharged within 30 days from the date of filing. The City may extend the 30 day period if (i) the City determines that the lien claim cannot be so satisfied, removed, or discharged in such period and (ii) Contractor, in the City's sole determination, is proceeding diligently to cause such liens or claims to be satisfied, removed or discharged. The City has the right, in addition to all other rights and remedies provided under this Contract or by law, to cause such liens or claims to be satisfied, removed, or discharged by any means at Contractor's sole cost, such cost to include reasonable legal fees. City Funded Exhibit 5 cont. XIII. Payments 51 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 6. The City's rights un(der this Section XIII.F. "Payments Withhelid," are cumulative with any other rights proviideij for under this Contract. Failure by the City to exercise any such right afforded in this Contract, or at law or in equity, will not constitute a waiver of that right. G. Payment for Changes 1. Payment for Changes. The amount to be paid by the City for changes (additions, deletions or revisions) in the Work or directions to change the Contract Time, will be made in accordance with Sections XIII.G.I.a through XIII.G.Tf below. a. Unit Price Basis. Should the changes in the plans result in an increase or decrease in the quantities of unit priced Work to be performed, you will accept payment as follows: (1) All increases in the Work of the type that appears in the Contract as unit price items will, except as provided in Section XIII.G.lb., "Proposal Basis," be paid for at the Contract unit bid prices. Decreases in quantities included in the Contract will be deducted from the Contract value at the unit bid prices. No allowances will be made for delays or anticipated profits. (2) Quantities in excess of 125% of the bid quantities, when the total dollar value of the unit price item exceeds 5% of the original Contract bid amount, will be paid for at a negotiated unit price based on costs that are demonstrated by you and agreed to by the Commissioner. The negotiated unit price can be higher or lower than the Bid Unit Price. Quantities in excess of 125% of the bid quantities, when the total dollar value on any unit price item does not exceed 5% of the total value of the original Contract bid amount, will be paid at the bid unit price. (3) Quantities below 75% of the bid quantities, when the total value of the unit price item exceeds 5% of the Contract Price at the time of bid, will be paid for at a negotiated unit price based on costs which are demonstrated by you and agreed to by the Commissioner. The negotiated unit price can be higher or lower than the Bid Unit Price. Quantities below 75% of the bid quantities, when the total value on any unit price item does not exceed 5% of the total value of the Contract Price at the time of bid will be paid at the bid unit price. (4) If the Commissioner and you are unable to agree on a negotiated unit price, the Commissioner will determine a unit price, prepare a Contract Modification with the Work so priced, that you will sign. You may, however, timely dispute the amount of the unit price to the Chief Procurement Officer under Article XIX, "Claims and Disputes." This is the only Contract Modification in which the release language required by Section XIV.D., "Contractor's Release," will not be included. b. Proposal Basis. If there are no unit prices for the changed Work, the payment may be based upon a price agreed to by the City and you. The proposal submitted will be a starting point for negotiation between the City and you. You must submit any proposal for consideration for changed Work in writing, breaking down the Work to be done into segments of cost as follows: City Funded Exhibit 5 cont. XIII. Payments 52 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) (1) Labor. For all hourly wage labor ancJ hourly wage foremen in direct charge of the specific operations, you will receive the prevailing rate of wage for every hour that the labor and foremen are actually engaged in the Work. No additional allowance or payment will be made for general superintendence. (2) You will receive the actual costs paid to, or in behalf of, workers for health and welfare benefits, pension fund benefits or other benefits, when the amounts are required by collective bargaining agreement or other employment contract generally applicable to the classes of labor employed on the Work. (3) An amount not to exceed 30% of XIII.G.1.b.(1) above and an amount not to exceed 10% of XIII.G.1.b.(2) above will also be paid to you. (4) Insurance and Payroll Taxes. Cost for property damage, liability, and worker's compensation insurance premiums, unemployment insurance contributions and social security taxes on the extra Work, to which an amount not to exceed 10% of the cost of these items will be added. You must furnish satisfactory evidence of the rates paid for the insurance and taxes. (5) Materials. For materials accepted by the Commissioner and used as an integral part of finished Work, you will receive the actual costs of the materials delivered on the job site, including transportation charges that you paid (exclusive of machinery rentals as set forth below), as shown by original receipted bills, to which 15% will be added to the first $10,000.00 and 10% for any amounts over $10,000.00. (6) Equipment. Number of proposed equipment hours multiplied by the rate as allowed by the lates;t revision of "Schedule of Average Equipment Ownership Expense With Operating Cost" as issued by IDOT, or in the AED Compilation of Rental Rates if equipment is to be rented, for the period that the machinery and equipment are to be used on the Work, to which no percent will be added. Where machinery and equipment are not listed in these schedules, then the rates will be determined by the Commissioner after reviewing all of your available records or other information concerning the expense of operating that type of equipment. (7) Cost for Increase in Performance and Payment Bond. You will furnish the Commissioner written documentation from the surety of the rate or rates applicable for additional bonding for this Contract. These rates will be applied to all the changes increasing or decreasing the Contract Price. No bonding costs will be allowed for Subcontractors. In the absence of written documentation from the surety, a percentage of the total change, as determined by the Commissioner, will be added or subtracted to cover the increase or decrease of the cost of the bond. (8) When Work is to be performed by a Subcontractor, the proposal may include as administrative costs for you an amount not to exceed 5% of the first $10,000.00 and 1% of any amount over $10,000.00 of the total approved costs of the Work. The Subcontractor, however, is not allowed any additional markup if it sublets its Work. The use of a Subcontractor requires the approval of the Commissioner. All subcontracted costs must be supported by proposals from the Subcontractors City Funded Exhibit 5 cont. XIII. Payments 53 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (RevisL-d June 2017) performing the Work. The Subcontractor's proposal must be broken down into its various parts of Work as described in items XIII.G.1.b.(1) through XIII.G.1.b.(8) above, or as required by the Commissioner. c. Time and Material Basis. If the Commissioner and you cannot agree on a price based on a proposal, the Work will be paid for on a time and material basis. Work that is done on a time and material basis will be paid for as follows: (1) Labor. For all hourly wage labor and hourly wage foremen in direct charge of the specific operations, you will receive the prevailing rate of wage for every hour that the labor and foremen are actually engaged in the Work. No additional allowance or payment will be made for general superintendence. (2) You will receive the actual costs paid to, or in behalf of, workers for health and welfare benefits, pension fund benefits or other benefits, when the amounts are required by collective bargaining agreement or other employment contract generally applicable to the classes of labor employed on the Work. (3) An amount not to exceed 30% of XIII.G.1.c.(1) above and an amount not to exceed 10% of XIII.G.1.c.(2) above will also be paid to you. (4) No payment will be made for labor performed on a time and material basis until you have furnished the Commissioner with itemized statements of the labor cost as follows. (a) Name, classification, date, daily hours, total hours, rate, and extension for each laborer and foreman. (b) Certified payrolls or certified copies of them, pertinent to the Work for which payment is requested. The payroll records will contain the name, address and social security number of each employee, the employees correct classification, rate of pay, daily and weekly number of hours worked, itemized deductions made and actual wages paid. The time and material bills will be audited and corrected against the certified payrolls. Falsification of the certified payroll is an offense punishable by law. (5) Insurance and Payroll Tax. For property damage, liability, and workers compensation insurance premiums, unemployment insurance contributions and social security taxes on the time and material Work, you will receive the actual costs, to which 10% will be added. No payment will be made for insurance and payroll taxes until you have furnished satisfactory evidence of the rate or rates paid for the insurance and tax. (6) Materials. For materials accepted by the Commissioner and used as an integral part of finished Work, you will receive the actual costs of the materials delivered on the job site, including transportation charges paid by him (exclusive of machinery rentals as set forth below), as shown by original receipted bills, to which 15% will be added to the first $10,000.00 and 10% for any amounts over $10,000.00. (7) You will be reimbursed for any materials used in the construction of the Work, such as sheeting, falsework, form lumber, burlap, or other materials for curing. City Funded Exhibit 5 cent. XIII. Payments 54 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) etc., that are not integral part of the finished Work. The amount of reimbursement will be agreed upon in writing before the Work is begun and no percent will be added. The salvage value of the materials will be taken into consideration in the reimbursement agreed upon. (8) No payment will.be made for material cost until you have furnished itemized statements of the material costs, which must include: (a) Quantities of materials, prices, and extension; (b) Material transportation costs supported by receipted invoices; and (c) Receipted invoices for all materials used. However, if materials used on the time and material Work are not specifically purchased for the Work but are taken from your stock, then in lieu of the invoices, you will furnish an affidavit certifying that the materials were from your stock, that the quantity claimed was actually used, and that the price and transportation claimed represent the actual cost to you. The price quoted for the material must be reasonable and acceptable as per the normal industry practice. (9) Equipment. You will be paid for all machinery and equipment (other than small tools as currently defined by the Illinois Department of Transportation) used on the Work in accordance with the latest revision of "Schedule of Average Annual Equipment Ownership Expense with Operating Cost," as issued by the Illinois Department of Transportation, for the period that the machinery and equipment are in use on the Work, to which no percent will be added. Where machinery and equipment are not listed in this schedule, the rates will be determined by the Commissioner after reviewing all your available records or other information concerning the expense of operating that type of equipment. Where idle time for equipment is authorized by the Commissioner, it will be paid at a rate not to exceed 50% of the rates described above. (10) When equipment is rented, you will receive actual rental cost as shown by original receipted bills to which 5% will be added. (11) No payment will be made for equipment unless designations, dates, daily hours, rental rates, and extensions for each unit of machinery and equipment are shown on the itemized statement of time and material Work. (12) Bond. The City will pay you the actual increase in cost of your performance bond. You will furnish from the bonding company written documentation of the rate or rates applicable for additional bonding for this Contract. These rate/rates will be applied to all the changes increasing or decreasing the Contract value. No bonding costs will be allowed for Subcontractors. In the absence of written documentation from the bonding company, a percentage of the total change, as determined by the Commissioner, will be added or subtracted to cover the increase or decrease of the cost of the bond. (13) When Work is performed by Subcontractor, you will receive as administrative costs an amount equal to10% of the first $10,000 and 5% of any amount over $10,000 of the total approved costs of the Work. The City Funded Exhibit 5 cont. XIII. Payments 55 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) Subcontractor, however, is not allowed any additional markup if it sublets its Work. The use of a Subcontractor will require the approval of the Commissioner. All subcontracted costs must be supported by invoices from the Subcontractors performing the Work. The Subcontractors' invoices must be submitted in the form described in items (1) through (4) above. (14) Documentation. For additional Work performed on a time and material basis you will each day submit to the Commissioner detailed and complete records of the labor, material, equipment, and other costs relating to any force account Work performed on the day the Work is performed. You and the Commissioner will sign these daily extra Work reports. (15) Base Contract Work on a Premium Time Basis. (a) For Contract Work performed outside of regularly schedule working hours as defined by the Contract, premium time costs will be paid, only if expressly directed in writing by the Commissioner before you begin the Work. Compensation, when authorized, will cover only the direct cost of the premium portion of the time involved and will be without any charge for insurance. No payment will be made for union fringe benefits on the premium portion of the time unless expressly required by union agreement. Taxes that are attributed to the premium portion of the time will be paid. If you seek to charge taxes, the Commissioner may require you to supply verification that the employees' Social Security Tax, Federal Unemployment Tax, and State Unemployment Tax limits have not been exceeded. (b) An amount equal to 7% of the sum of the premium portion of the work plus taxes will also be paid to you to cover job site general conditions, overhead, and profit. All indirect costs are considered part of the overhead, including supervision, engineering, and other technical personnel. (c) If you enter into a subcontract, you will be allowed an additional 2% of the Subcontractor's premium time billing to cover your supervisory and related expense on subcontract operations. The Subcontractor is not allowed the additional 2% if it sublets its Work. (d) You must keep Daily Work Reports for the premium time hours signed by you and the Commissioner. The reports must indicate the time of day when the Work was performed and wage rate differential that will be charged. Billings must reflect hours reported on Daily Work Reports. d. Changes on Lump Sum Contracts or Lump Sum Items in Unit Priced Contracts. All increases or decreases in the Work that is listed in the approved schedule of values will be priced, for the purpose of any change, based on the amounts stated for the Work in the approved schedule of values. e. All invoices for changed work. You must submit all invoices for changed work within 45 days following completion of the changed work. Failure to provide a complete invoice for the changed work within that period, will authorize the Commissioner, to determine the final amount for the Contract Modification that may be awarded without your signature. City Funded Exhibit 5 cont. XIII. Payments 56 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised .lune 2017) f. Miscellaneous. (1) For the purposes of this Section, any business entity which employs field labor and performs Contract Work on the job site is defined as a Subcontractor." (This definition excludes suppliers/deliverers of materials.) (2) When the extra Work involves only supply of material without any field labor at the job site, the supplier, for the purposes of this Section, will be considered a "Materials Subcontractor" and the mark up specified in Section XIII.G.I.c (6), "Materials," will apply. (3) Expenses incurred by the City. Upon written request of the Commissioner, you will pay the costs related to the Work that are the responsibility of the City. You will be reimbursed for the actual amount paid out to which will be added a markup as specified in Section XIII.G.I.c above. 2. Change Claims: a. If you and Commissioner are unable to agree on the price and/or time extension in connection with a change, you must, within 15 days of completing the changed work, provide written notice to the Commissioner of the amount of money and/or time extension sought by you and the Contractual and factual basis for each. You will designate the document Notice of Claim. b. The Commissioner will, within 30 days from receipt of the Notice of Claim, respond by requesting a meeting with you, making a written request for additional information from you, including a general statement of the basis for the claim, the facts underlying the claim, the notice to the Commissioner of the change that gave rise to the claim, reference to the applicable Contract provisions, and all documentation that describes, relates to and supports the claim; taking other action to attempt to resolve the Notice of Claim, and/or advising you in writing that it should file a claim under Article XIX, "Claims and Disputes." Any steps taken by the Commissioner to resolve the Notice of Claim will not exceed 60 days from receipt of the Notice of Claim unless you agree to an additional amount of time in writing. c. If the Notice of Claim cannot be resolved as provided for in Section XIII.G.2, you must follow the requirements of Sections XIX.B and C, "Claims" and "Disputes." d. If you do not agree with the adjustment for time and/or money proposed by the Commissioner, you must follow the procedures set out by the Contract to file a claim and/or dispute as provided in Article XIX, Failure to follow the procedures set out by the Contract to file a claim and/or dispute as provided in Article XIX, constitutes a waiver of the right to make a claim or file a Dispute to the Chief Procurement Officer. In the event of your waiver, you may file a Dispute under Section XX with the Chief Procurement Officer seeking a final decision as to the adjustment for the changed work. 11. Night, Sunday and Holiday Work Whenever you are permitted to perform Work at night, or on Sundays or State or Federal holidays, or to vary the period of hours during which any work is carried on each day, you must give written notice to the Commissioner, at least 24 hours in advance, so that proper City Funded Exhibit 5 cent. XIII. Payments 57 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) inspection may be provideid. The Work will be (done under regulations to be furnished in writing by the Commissioner, and no extra compensation will be allowed therefore. 1. Acceleration 1. If progress falls behind the approved schedule, the Commissioner may direct and authorize you, in writing, to perform premium time .work as indicated in TIME OF COMPLETION in the Proposal section of the specifications. No additional compensation will be paid for such premium time work and the cost incurred for inspection and testing during the premium time work will be considered as "extra" inspection, and reimbursement will be provided by you as described in Section XV.C, "Materials and Equipment Testing and Inspection." 2. If conditions are encountered where you are specifically directed and authorized in writing by the Commissioner to perform premium time work, on the original contract, to advance an already established completion date of an event or the project, or project milestone, you will be compensated in accordance with Section XIII.G.c (15). 3. When the premium time Work is performed by approved subcontractor, you will receive a markup as specified in Section XIII.G.c (15) of the Contract. J. Payroll Canvass Reports You must submit to the Commissioner with each, pay request a Payroll Canvass Reports (PCR) on Exhibits and , included in DB Agreement. You must submit the PCRs to indicate compliance with both your "Award Criteria Determination" commitments made for each trade in the DB Agreement and the Chicago Residency Ordinance requirements. A pay period canvass report must be prepared separately by you and each of your Subcontractors on Exhibit B to indicate, on a weekly basis, hours of each trade utilized during each pay period by you and your Subcontractors on the project. A combined Payroll Canvass Summary Report must be prepared by you on'Exhibit C to indicate accumulated hours of each trade you and all of your Subcontractors have utilized, to date, on the Project. You are also responsible for the accuracy of information and all arithmetical calculations made in the Payroll Canvass Reports. You must submit within five days after the award of the Contract Exhibit A, Anticipated Workforce Projection Form, included in the Contract, to the Commissioner. K. Electronic Ordering And Invoices The Contractor will cooperate in good faith with the City in implementing electronic ordering and invoicing, including but not limited to catalogs, purchase orders, releases, and invoices. Contractor will accept electronic purchase orders and releases upon request of the Commissioner. Contractor will provide the City electronic catalogs, copies of invoices and other electronic documents upon request. The electronic ordering and invoice documents will be in a format specified by the City and transmitted by an electronic means specified by the City. Such electronic means may include, but are not limited to, disks, e-mail, EDI, FTP, web sites, and third party electronic services. The Commissioner reserves the right to change the document format and/or the means of transmission upon written notice to the Contractor. Contractor will ensure that the essential information, as determined by the Commissioner, in the electronic document, corresponds to that information submitted by the Contractor in its paper documents. The electronic documents will be in addition to paper documents required by this Contract, however, by written notice to the Contractor, the City Funded XIII. Payments 38 Exhibit 5 cent. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) Cbmmissioner may deem any or all of the electronic ordering and invoice documents the official documents and/or eliminate the requirement for paper ordering and invoice documents. XIV. CHANGES IN THE WORK A. City's Right to Change Work The Commissioner reserves the right to order, in writing, changes in the Work or the Contract Time without prior notice to your surety. You are obligated to perform in a timely manner the changed Work included in the written notice from the Commissioner. These changes may consist of additions, deletions, or other revisions, at the discretion of the City. You must begin the changed work upon receipt of a Field Order, signed by the Commissioner, unilaterally directing changes in the Work or Contract Time. B. Contractor's Request Within 14 days of receipt of the written notice from the Commissioner, you must submit to the Commissioner a written request for adjustment to the Contract Price and/or Contract Time for the revised Work. C. Contract Modification The final provisions of the Proposed Contract Modification, including the adjustment in the Contract Sum and/or the Contract time, if any, will be incorporated into a written Contract Modification signed by the City and you. ! D. Contractor's Release All Contract Modifications constitute a full release of the City from any liability for any additional compensation or extension of time arising or resulting from the Work performed pursuant to the Contract Modification. By executing a Contract Modification, you accept the compensation and/or time extension provided in it in full accord and satisfaction for that Contract Modification, and you expressly waive, release and relinquish all additional claims and demands relating to or arising out of the matters covered by that Contract Modification, including direct or indirect cost, profit, or damages related to disruptions. E. Performance of Changed Work You must promptly proceed with any changes in the Work or Contract Time as directed by a written order of the Commissioner ("Field Order"), in accordance with Section XIV.A., "City's Right to Change Work," with or without any Contract Modification. Your refusal or failure to proceed promptly with the changed Work as directed constitutes an event of default under the Contract. No change to the Work by you as directed by the Commissioner will operate to invalidate the Contract or release your surety. E. Change Claims and Disputes If you and Commissioner are unable to agree on the price and/or time extension in connection with a change, the procedures set forth in Article XIX, "Claims and Disputes," will govern. City Funded Exhibit 5 cent. XIII. Payments 59 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) XV. TESTING & INSPECTION A. Material, Inspection anid Responsibility The City has the right to inspect all materials, equipment anid each part or (detail of Work, at any time, to be use(d in carrying out this Contract. The City (does not assume any responsibility for the availability of any materials or equipment required under this Contract. You are responsible for all materials, components and completed Work furnished under this Contract. The City may reject materials, components or completed Work not complying with the terms and provisions of this Contract and you must replaced it or them at no additional cost to the City. You must promptly remove any rejected materials or components rejected from the City's premises at no additional cost to the City after you receive notice from the City that the materials or components have been rejected. B. inspection of the Work 1. All materials and equipment and each part or detail of the Work are subject at all times to inspection by the Commissioner or the Commissioner's authorized representatives. You are held strictly to the requirements of the Contract with respect to quality of materials, workmanship and the diligent execution of the Contract. Inspection may include mill, plant, shop and field inspection of any material or equipment furnished and any installation and construction under the Contract. You must allow the Commissioner and his representatives access to all parts of the Work and furnish such information and assistance as may be required to make a complete and detailed inspection. 2. All tests performed by or at the direction of the Commissioner under this Contract are to verify that the materials you are providing meet the Contract requirements. You, at your own expense, may perform or have others perform similar tests for the purpose of maintaining the quality of the material being provided. Payment will not be made for uninspected or unauthorized use of materials incorporated into the Work. 3. You must remove or uncover such portions of the finished Work as the Commissioner may direct before acceptance. After the examination, you must restore the portion of the Work to the standard required by the Contract. If the Work thus exposed or examined proves acceptable, the City will pay the expenses of uncovering, removing and/or replacing the parts as extra work, but if the Work so exposed or examined is unacceptable, you must bear the expense of uncovering, removing and/or replacing of it in accordance with the Contract. 4. Except as may be otherwise specified in other sections of the Contract, the Commissioner will make final inspection of all Work included in the Contract as soon as possible after you notify him that the Work is substantially completed and ready for acceptance. If the Work is not acceptable to the Commissioner at the time of the inspection, he or she will inform you as to the particular defects to be remedied before the Work is accepted as substantially complete. C. Materials and Equipment Testing and Inspection 1. You must provide the Commissioner sufficient notice of placing orders to permit tests to be completed before the materials are incorporated into the Work. You must afford such facilities as the Commissioner may require for collecting and fooA/arding Samples and making inspections and test. All Samples must be furnished without charge to the Commissioner. You must not make use of or incorporate into the Work the materials City Funcied Exhibit 5 cont. XV. Testing and Inspection 60 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) represente(d by the Samples until tests have been macde and the materials have been found to be in accordance with the requirements of the Contract. 2. For materials that are integral parts of machinery or equipment or of parts of equipment that you or your Subcontractor normally stock, you must furnish the original and one copy of certified tests made at the time of production. You will keep the original and the Commissioner will retain the copy. 3. You must assure that the Commissioner has free entry, at all times while Work is being performed, to all parts of the manufacturer's works that concern the manufacture of the material or equipment ordered. The Commissioner must be permitted to examine all components and subassemblies. Assemblies and parts must be numbered for identification. You must provide the Commissioner with a detailed production schedule before the first inspection. After review of the schedule, the Commissioner will inform you of the methods, extent of inspection, facilities desired and date of inspection. You will afford the Commissioner without charge, all facilities necessary to determine that the material or equipment furnished are in accordance with the Contract. Test and inspection may be at the place of manufacture before shipment. 4. If for any reason, the City elects not to make the tests, the Commissioner may direct you to make the necessary tests. You must furnish a certification of the ordered tests after completion. The Commissioner reserves the right to.inspect and reject all materials or equipment that were previously inspected and accepted at the place of manufacture or source of supply, after they were delivered to the Work site, if the materials or equipment do not meet the requirements of the Contract. 5. When an inspection trip is terminated due to insufficient materials, unacceptable quality. Contractor labor problems, or Contractor equipment problems, you must pay the City its costs for any additional inspection trip. \ 6. The Contract documents may require you to include the cost of travel and living expenses for a specific number of City employees and/or other persons for a specific test. The manufacturer or you must furnish a certification of the ordered tests after completion. The Commissioner reserves the right to reinspect and reject all materials or equipment that have been previously inspected and accepted at the place of manufacture or source of supply, after they have been delivered to the site if the materials or equipment do not meet the requirements of the Contract. 7. Unless otherwise provided, all materials will be sampled and tested in accordance with the latest published standards and methods of the American Society for Testing and Materials (ASTM) and any revisions of them. If there are no ASTM standards that apply, applicable standard methods of other recognized standardizing agencies will be used. You must provide the name and qualifications of any such standardizing agency to the Commissioner for review and approval. D. Testing Laboratory Labels You must submit all equipment containing electrical wiring to the City for acceptance before installation. All electrical components that you furnished and installed or assemble under this Contract must be approved and so labeled by one of the following Testing Laboratories: 1. Underwriters' Laboratories (UL) 2. Canadian Standards Association (CSA) City Funded Exhibit 5 cent. XV. Testing and Inspection 61 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 3. Electrical Testing Laboratory of New York (ETL) 4. Illinois Institute of Techinology research Institute (IITRI) 5. American Gas Association (AGA) 6. Factory Mutual Research Corporation (FMRC) 7. Maintenance and Electrical Testing (MET) 8. American Research Lab (ARL) Any electrical unit comprised of a number of components, assembled at the factory and considered custom made, must bear one of the above labels for the entire unit as well as for each component. You must pay all costs in obtaining a testing laboratory label at no additional cost to the City. Any delays in completion of the Work caused by the manufacturer of equipment in obtaining the required testing laboratory labels and the City approval are not grounds for an extension of time beyond the time of completion indicated in the Contract. City Funded Exhibit 5 cent. XV. Testing and Inspection 62 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) XVI. CONTRACTOR PRACTICES AT SITE A. Cooperation Among Contractors You must coniduct the Work so as not to interfere with or hintder the progress or completion of the work being performecf by other contractors within or adjacent to the Work site. You must assume all liability, financial or otherwise, in connection with this Contract, and must protect and save harmless the City from all damages or claims that may arise because of inconvenience, delay, or loss experienced due to the presence and operations of other contractors working within the limits of the Work. You must assume all responsibility for Work not completed or accepted due to the presence and operations of other contractors. You must coordinate and tie-in, where appropriate, your Work with that of others in an acceptable manner and perform the Work in proper sequence to the work of others. When other contractors cause any damage to the Work that you performed, you must file claims with the other contractors, and not against the City, and you must obtain compensation for damage directly from those other contractors. B. Protection of Persons and Property 1. Protection of Existing Structures and Property. You must avoid causing damage to trees, plant life, sidewalks, curbs, streets, alleys, pavements, utilities, adjoining property, the work of other contractors and the property of the City and others, and must, at your own expense, repair any damage that you or any Subcontractor may cause. You are responsible for loss or damage by fire or theft of equipment, material, or other property of the City, incurred while the equipment, material or other property is located in any field office or on the site of the Work. Further, you must repair or replace any such equipment, material or other property so lost or damaged, to the satisfaction of the Commissioner, at no additional cost to the City. You must familiarize yourself with the requirements of local and state laws applicable to underpinning, shoring and other Work affecting adjoining property and. Wherever and whenever required by law, site conditions or standard industry practice, you must shoreup, brace, underpin, secure and protect all foundations and other parts of existing structures adjacent to, adjoining and in the vicinity of the Work site that may be in any way affected by the excavations or other operations connected with the Work to be performed under this Contract. You are responsible for the giving of all required notices to any adjacent or adjoining property owner or other potentially affected party. The notice must be served in sufficient time so as not to delay the progress of the Work under this Contract. You must take such precautions as are necessary to insure the safety of private property owners, lessees, and their invitees against injury caused as a result of settlement or displacement of structures. You must immediately proceed with all shoring or other Work necessary to restore the private property owner's property to a safe condition. If you fail to undertake the Work within 24 hours after written notice by the Commissioner, the City may proceed to repair or restore any such structure to a safe condition, and the cost of it will be deducted from any compensation due, or that may become due to you. City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 63 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) If, in the prosecution of the Work, it is necessary to excavate or occupy any street, alley, or public grounds of the City, you must erect and maintain such barriers, and, during the night time, such lights as will effectively prevent the happening of any accidents or damage to life, limb, or property in consequence of such excavation or occupation of such street, alley, or public grounds. You are liable for all damage occasioned by you, your agents, employees or Subcontractors of any tier in the excavation or occupation of any street, alley, or public grounds, and you must indemnify the City pursuant to Article XVIII, "Insurance, Indemnity and Bonds." Upon Final Completion and Final Acceptance of the Work, you must remove all machinery, equipment, materials, false work, rubbish or temporary structures and leave the Work site and the premises of any private property owners in as good condition as they were before commencement of Work. Materials and equipment necessary for the performance of the Work may only be placed, stored or allowed to occupy any space in public streets or alleys upon the written consent of the Commissioner. It is the City's intent that the operations under this Contract are conducted as far as practicable without interference with the public use of streets and alleys. All materials or equipment used in the performance of the Work must be placed so as not to impede traffic on streets and alleys adjacent to the site of the Work, and to allow free access to all fire hydrants, water valves and manholes that are a part of electric, telephone and telegraph conduit lines, fire alarms and police call boxes in the vicinity. In removing existing pavements, sidewalks, curbs, gutters, walls, foundations, vaults and other structures, the use of any type of impact device in a manner that might damage buildings or their foundations, or other underground structures and utilities is not permitted. You must indemnify and hold the City harmless from any damage due to settlement or the loss of lateral support of adjacent or adjoining property and from all loss or expense and all damages for which the City may become liable in consequence of the injury or damage to adjacent and adjoining structures and their premises. Your indemnity obligations will survive the expiration or termination of this Contract and include and apply to any liabilities and duties placed upon the City as owner or occupant of the property on which the improvements provided for in this Contract are to be constructed, by the provisions of an Act entitled "An Act to Prescribe the Duty of an Owner or Occupant of Lands Upon Which Excavations are Made in Reference to the Furnishing of Lateral and Subjacent Support to Adjoining Lands and Structures Thereon." See of 765 ILCS 140/0.01 etseq. 2. Existing and Proposed Utilities. The Contract may show existing utilities lying within the limits of the Work, such as sewers, manholes, catch basins, gas lines, water lines, telephone and electrical duct lines, CTA facilities, and similar structures. The City does not guarantee the completeness or accuracy of the information regarding utilities, whether public or privately owned. You must make your own investigation to determine the existence, nature and location of all utilities at the Work site. You must verify the exact location of all utilities that may interfere with performance of the Work and must report to the Commissioner any differences from the locations shown on the Contract. City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 64 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) You must so arrange and conduct your Work that utilities may be removed, relocated or supported during excavation and maintained in service until the Work is completed. In addition, you must arrange and conduct your Work that utilities may be replaced, rearranged or relocated before backfill being placed. You must cooperate with the owners of those utilities in the performance of the Work. Where existing utilities are abandoned and it is necessary to remove them due to the performance of the Work, you must remove them at no additional cost to the City, and they will become your property. It is your responsibility to protect those existing utilities that are to remain in operation during and after completion of the Work, and any new utilities installed by others during the performance of the Work. You will be held fully responsible for any damage resulting from your performance of the Work, and will be required to repair, replace or reconstruct any utilities damaged, at your own expense, to the satisfaction of the Commissioner. The protection of the utilities as specified in this Contract must be at no additional cost to the City. 3. Utilities Outside the Limits of the Work. You must protect and maintain City-owned water lines, sewers, connections and appurtenances and all City-owned electrical conduits, cables, vaults and appurtenances that are located entirely outside the limits of the Work in a satisfactory manner until the completion of the Work. Whenever in the performance of the Work it is necessary, because of the nature of the Work or because of your method of performing the Work, to support, remove, replace, relocate, rearrange, adjust or repair such City-owned structures located entirely outside of the excavations, you must notify the appropriate City department to perform the Work, and must cooperate with the department in preserving service. You must reimburse the appropriate City department for the cost of performing the Work at no additional cost to the City under the terms of this Contract. 4. Utility Relocation and Continuance of Service Plan. You must prepare a Utility Relocation and Continuance of Service Plan, identifying procedures, locations, time frames and affected agencies and private owners. The Plan must be submitted to the Commissioner for review within 14 days after the Notice to Proceed. 5. Cooperation with Utilities. You must cooperate with all utility companies involved in connection with the removal, temporary relocation, reconstruction, or abandonment by these agencies of all services or facilities owned or operated by them within the limits of the Work. 6. Work Performed by Others. The Work must be performed with a minimum of interference to street traffic in the area. You must coordinate your Work with that of other City contractors, with contractors employed by adjacent property owners, and with contractors employed by any other party or parties for work on utilities to insure the best progress of the Work as a whole. 7. Preservation and Protection of City Standard Bench Monuments and Survey Controls. You are responsible for the preservation and protection of all City Standard Bench Monuments, in accordance with the provisions of § 10-4-220 of the Municipal Code and Article 105.09 of the Standard Specifications, and as directed by the Commissioner. Any City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 65 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) survey control point that you (disturb or remove you must replace or reestablish to the satisfaction of the Commissioner, at no a(d(ditional cost to the City. DAMAGE TO ANY OF THE CITY STANDARD BENCH MONUMENTS WILL RESULT IN YOUR BEING PROSECUTED TO THE FULL MEASURE OF THE LAW. The Department of General Services will pursue the matter of compensation for (damages incurrect by the City resulting from your actions or your failure to act during the execution of Work on this project. 8. Protection of Streets and Traffic. You must provide all necessary barricades, signs, flags, lights and reflectors. You must assure that vehicular and pedestrian traffic on all streets, including adjacent streets, bridges, overpass structures and ramps is maintained during the performance of the Work in accordance with the requirements of the Contract. 9. Temporary Restoration of Trench Cuts. Failure to maintain the temporary restoration of trench cuts, which causes the surrounding work area to be in an impassable and/or hazardous condition thereby creating undue inconvenience and danger to area residents is an event of default under this Contract. 10. Temporary Barriers, Signs, Lights and Flaggers. You must furnish, relocate and remove portable barricades and lights, collision protection, temporary signs (including traffic and project signs) and supports as directed by the Commissioner; and furnishing all necessary flaggers and other protection necessary for the maintenance of traffic flow in a safe and orderly fashion, as required by Article 107.14 of the IDOT Standard Specifications, except as otherwise specified in the Contract. You must maintain, repair or replace all damaged or destroyed appurtenances referenced in the immediately preceding paragraph throughout the life of the Contract. Maintenance includes cleaning of the barricades and traffic signs by means of clean water. Flaggers must be provided whenever circumstances warrant. The barricades must be erected, moved, repaired and repainted as required. Upon the completion of the Work, all barricades remain your property and must be promptly removed from the Work site. 11. Historical and Scientific Specimens. You must preserve and deliver to the Commissioner any specimens of historical or scientific value encountered in the Work, as directed by the Commissioner. C. Protection of Streets, Alleys and Public Grounds When excavating or occupying any street, alley or public grounds of the City, you must erect and maintain temporary barriers and, during the night time, lights that will effectively prevent accidents or damage to life, limb or property in consequence of the excavation or occupation of the street, alley or public grounds. You are liable for all damages as a result of the excavation or occupation of any street, alley or public grounds, or by the carelessness of you, your subcontractors, agents, employees or workers and must indemnify and hold harmless the City against all judgments rendered against it by reason thereof. D. Protection of Existing Trees in the Right of Way 1. In accordance with the provisions of Chapter 10-32 of the Municipal Code you must protect all trees and shrubs at the construction site from damage. You must restore all City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 66 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) damagecd parkways to their original condition and repair or remove and replace any trees and shrubs damaged as a result of construction activity (as determined by the Department of Streets and Sanitation, Bureau of Forestry) at your expense. If any trees or shrubs damaged by construction activity must be removed and replaced, and trees or shrubs of comparable size, type, and value are unavailable or the time for planting is unsuitable, the City will charge you their appraised value determined as provided under § 10-32-200 of the Municipal Code, which amount the City will deduct from amounts due you, or, if no amounts are due, then you must promptly pay the City the amounts determined. Any tree greater than 4" D.B.H. that is permanently damaged due to the construction project and not originally marked for removal must be replaced with a new tree as identified by the Bureau of Forestry and must have a minimum of 4" caliper B&B. Any damaged tree smaller than 4" caliper measured 6" above the ground must be replaced in kind, inch for inch. 2. You must install a protection barrier or temporary fence of at least 1.2m (4 feet) in height around each tree to be protected and preserved. The tree protection must be installed before the actual construction starts and maintained for the duration of the project. Within this protection zone, you must prevent construction materials from being stored, equipment from being operated and temporary storage buildings or work trailers from being placed. The protection barrier must be constructed of orange snow fencing securely fastened to fence posts spaced a maximum of 1.5 m (5 feet) on center. Posts are 1.8m (6 feet) in length with 61 cm (2 feet) set into the ground and 1.2m (4 feet) extending above ground. The fencing must be attached to the post with a minimum of four nylon locking ties evenly spaced at each post. Dimensions of the protection barrier are as follows: Trees located in Tree Pits: Where trees are located within Tree Pits, the temporary fencing should be installed at a minimum distance of the inside dimension of the Tree Pit opening with one stake at each corner of the opening. Trees located in Parkways or Boulevards: Small Trees (<9" D.B.H.): Minimum 1.5m (5 feet) from face of tree along the parkway length. In the dimension bordered by the public sidewalk or curb, the temporary fencing must be the width of the grass parkway with a maximum offset of 30cm (1 foot) from back of curb or edge of sidewalk. In no case must the closure be less than 61cm (2 feet) from the centerline of the tree. (Example: 6" Tree in a 6' parkway as measured from back of curb to sidewalk. The dimension of the protection fencing would be 1.2m x 3m (4' x 10') with tree in the center). Note: Larger grass parkways (>12') may allow for a ten foot by ten foot (10' x 10'). Thus, the dimension bordered by the sidewalk or curb would not affect fencing distance. Medium (10"to 15" D.B.H.): Minimum of ten (10) feet from face of tree along the parkway length. In the dimension bordered by the public sidewalk or curb, the fencing must be the width of the grass parkway with a maximum offset of one foot from back of City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 67 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) curb or edge of sidewalk. In no case must the closure be less than two feet from the centerline of the tree. Large (>15" D.B.H.): Minimum of 15 feet from face of tree along the parkway length. In the dimension bordered by the public sidewalk or curb, the fencing must be the width of the grass parkway with a maximum offset of one foot from back of curb or edge of sidewalk. In no case must the closure be less than two feet from the centerline of the tree. E. Care of Existing Structures and Property 1. Property Access Maintenance Plan. You must prepare a Property Access Maintenance Plan consistent with the requirements of the Contract. The plan must be submitted to the Commissioner for review within 14 days after award of the Contract. You must comply with all applicable Federal, State, and local requirements. You must also comply with the following requirements: a. Maintain vehicle and pedestrian access to properties; b. Maintain pedestrian access on both sides of all streets; c. Provide access walkways to all buildings and businesses; d. Sidewalks must remain open to the maximum extent possible; e. Provide temporary relocation of access, where required; f. Provide advisory and temporary signs for pedestrian and vehicle access changes and reroutings; and g. Coordinate delivery locations and timing. 2. Before doing any Work adjacent to or on the site of any buildings or other structures adjoining or in the line of the Work to be performed under the Contract, you must supply written notice of it to the owner or owners that the Work is to be done, and must cooperate with the owner(s) in the maintaining, removing, relocating, rearranging or adjusting wherever necessary, of all basements of buildings, subsidewalk vaults, tunnels, conduits, wires, poles, pipes, gas mains, cables, steam and street railway tracks and equipment, or other appliances and structures located in any portion of the streets, public areas, highways and easements to be occupied or used during the prosecution of the Work. 3. Wherever in the performance of the Work-it is necessary to remove, reconstruct, relocate, rearrange, adjust or repair City-owned sewers, catch basins, manholes, inlets, sewers connections and appurtenances by reason of the fact that the structures and appurtenances pass through or are located within the limits of the Work as shown on the plans, or ordered by the Commissioner you must perform the Work necessary to remove, reconstruct, relocate, rearrange, adjust or repair those structures and appurtenances, unless otherwise noted on the plans. a. The Commissioner will, at his sole discretion, direct you to modify your method of Work to interfere as little as possible with the normal conduct of business in or around the portions of the buildings or structures in use. City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 68 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) b. The buiWing or structures may be in full time use an(d operation and will continue in normal use during performance of the Work. Building facilities, including heating, ventilation, and air conditioning, lighting and plumbing, will not be interrupted in the occupied areas, except as required for making connections to power sources as specified below. c. You will serve written notification to the Commissioner requesting any anticipated interruption in facilities at least two weeks before disruption of services. You must provide any temporary facilities deemed necessary by the Commissioner due to a disruption of services. The Commissioner, in his sole discretion, will determine the procedures, times of day and dates you may accomplish the Work and may reject or modify your request. d. Storage of all material and/or equipment must be in areas approved by the Commissioner, in a manner to minimize interference with the normal conduct of business in or around the occupied portions of the building and vehicular areas. 4. You must not perform Work on City-owned water mains, connections and appurtenances or on any City-owned electrical conduits, cables, vaults and appurtenances unless the City has abandoned the structure and the Commissioner has authorized the Work or the Work is included in the Contract. But, you must adjust City-owned water manholes and electric manholes that are shown as "to be adjusted" on the plans. a. You must protect and maintain in a manner satisfactory to the Commissioner, protect and maintain all City-owned water mains, connections and appurtenances and all City-owned electrical conduits, cables, vaults and appurtenances that are located entirely outside of the neat lines of the excavation as shown on the plans or as ordered by the Commissioner, until the completion of the Work under the Contract. Whenever in the performance of the Work under the Contract it becomes necessary because of the nature of the Work required by the Contract or because of your method of performing the Work, to support, remove, replace, relocate, rearrange, adjust or repair those City-owned structures located entirely outside of the excavations, you must notify the appropriate City Department to perform the Work, and must cooperate with the Department in preserving service in or through them. You must reimburse the appropriate City Department for the cost of performing the Work, and the cost must be included in the various Contract prices. b. Without cost to you the City will support, protect and maintain all City-owned water mains, connections and appurtenances and all City-owned electrical conduits, cables, vaults and appurtenances, any part of which is located inside of the neat lines of the excavations as shown on the plans or ordered by the Commissioner, or it will remove, replace, relocate, rearrange, adjust, or repair them, both inside and outside of the excavations. You, however, must adjust those City-owned water manholes and electric manholes that are shown as "to be adjusted" on the plans. Whenever in the performance of the Work under the Contract it becomes necessary to support, protect, maintain, remove, replace, relocate, rearrange, adjust or repair such City-owned structures any part of which is located inside of the excavations, you must notify the appropriate City department to perform the Work and must cooperate with the department in preserving service in or through them. City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 69 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) c. With the exception of the City-owned water mains, connections and appurtenances and the City-owned electric conduits, cables, vaults and appurtenances described above, and with the exception of City-owned structures that are to be removed or otherwise Worked upon as part of the requirements of the Contract, you must support, protect, maintain or relocate and rebuild all poles, trees, shrubbery, fences, sewers, pipes, conduits, cables, wires, manholes, tunnels, buildings, subways and other City-owned structures that pass through and are located within the excavations or that are adjacent to the Work to be constructed under the Contract during the construction and until the completion of the Work under the Contract. 5. You must notify and cooperate with the owners thereof in maintaining, removing, relocating, rearranging, or adjusting wherever necessary, all basements of buildings, subsidewalk vaults, tunnels, conduits, wires, poles, pipes, gas mains, cables, steam and street railway tracks and equipment or other appliances or structures located in any portion of the streets, public areas, highways and easements that are to be occupied or used during the construction of the Work specified under the Contract. a. Wherever in the performance of the Work specified under the Contract it becomes necessary to remove, replace, rearrange, adjust or repair City-owned sewers, catch basins, manholes, inlets, sewer connections and appurtenances by reason of the fact that the structures and appurtenances pass through or are located within the limits of the excavations as shown on the plans or ordered by the Commissioner, you must perform the Work necessary to remove, replace, relocate, rearrange, adjust or repair the structures and appurtenances. The cost of performing the Work must be included in the Contract price. b. Wherever in the performance of the work specified under the Contract it becomes necessary to support and maintain City-owned sewers, catch basins, manholes, inlets, sewer connections and appurtenances or wherever it becomes necessary as a result of your methods of construction during th^ Work under the Contract, to remove, replace, relocate, rearrange, adjust, or repair City-owned sewers, catch basins, manholes, inlets, sewer connections and appurtenances (other than those specified in the last preceding paragraph) you must perform the Work necessary to support, maintain, remove, replace, relocate, rearrange, adjust or repair the structures and appurtenances, and you must bear the cost of the Work without any additional compensation for it. c. It is the intention of the specifications that you include in the appropriate Contract Price or prices, all necessary cost and expense of supporting, maintaining, removing, replacing, relocating, rearranging, adjusting or repairing all City-owned appliances and structures (other than City-owned water mains, connection and appurtenances and City-owned electrical conduits, cables, vaults and appurtenances described in Section XVI.E.4.b), encountered in or affected by the Work, and that you must also include in the price or prices all necessary cost and expense of removing structures that have been or will be abandoned by their owners and that are necessary, to be removed in order to construct work under the Contract, but you must not include in the price or prices the cost or expense of supporting, maintaining, moving, replacing, relocating, rearranging, adjusting or repairing those appliances or structures that are City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 70 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Kcviscd June 2017) not owned by the City and are not abandoned by their owners, except as may be otherwise specified below in this Section. 6. You must take all reasonable precautions for the protection of buildings, railroad tracks, street railway tracks and appurtenances, and other appliances and structures not owned by the City. 7. You must determine the methods to be employed, the procedure to be followed, the equipment, plant, falsework, shoring, bracing and other temporary structures and equipment to be used on the Work, subject to the requirements of the Contract and the approval of the Commissioner. Only adequate and safe procedures, methods, structures and equipment must be used. 8. You must provide drawings and calculations for all equipment, falsework, shoring, bracing and other temporary structures required for the Work, designed, signed and sealed by an Illinois licensed structural engineer. You must submit copies of all such drawings and calculations to the Commissioner for information only. 9. Field Check of Dimensions, Cutting and Patching. Where the Work connects to existing structures or appurtenances, you must take complete field measurements affecting all Work under this Contract and are solely responsible for the proper fit between the Work and existing structures or appurtenances. You must perform all cutting, patching, or fitting of Work that may be required to properly fit together the several parts of the Work and the existing structures or appurtenances. 10. Contractor's Layout of the Work. You are responsible for the correct lay-out and accurate fitting of all parts of the Work. You must furnish at your own expense all labor, materials and other expenses necessary for, or incidental to, the setting and maintaining of lines and grades (exclusive of the Work of establishing the original reference base line and bench marks that will be performed by the City). No separate payment to you for the cost of any of the Work specified in this Contract. The cost is included in the Contract unit or lump sum prices. 11. Salvage of Materials. If and whenever City- owned property such as valves, cast iron manholes, catch basin frames and covers, inlet boxes and grates, or any other appurtenance are to be removed and are not to be reused in the Work, you must securely store them at a suitable place on the job Site for possible use by the City (unless otherwise stipulated). You must take care to prevent damage in your handling of these appurtenances. You must deliver all items identified by the City for reuse to a location designated by the Commissioner and must legally dispose of the remaining items. 12. Wherever basements of buildings, subsidewalk vaults, tunnels, sewers, water, gas, telephone, telegraph, electric or other pipes, conduits, cables, wires, manholes, vaults, steam and street railway tracks or other similar structures and appliances not owned by the City are in or cross the excavations for structures to be built under this Contract, you must notify the owners of the structures and appliances to support, move, rearrange or abandon them, and cooperate with the owners of the structures and appliances in preserving the service or services provided by the structures and appliances, except as may be otherwise specified or provided in the Contract. If you have complied with the City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 71 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) above requirements and has been notified ,by the owners of the structures and appliances that any of them have been abandoned, or lacking such notice, if you have made all investigations and has found that any of the above structures or appliances have been abandoned by their owners and if the removal of any such abandoned structure or appliance is necessary in order to construct the Work, you must remove them at no additional cost to the City. 13. Wherever basements of buildings, subsidewalk vaults, tunnels, sewers, water, gas, telephone, telegraph, electric or other pipes, conduits, cables, wires, manholes, vaults, steam and street railway tracks or other similar structures and appliances are adjacent to, but do not cut through or cross the excavations for structures to be built under the Contract, you must perform the Work in such a manner as to not cause damage to the structures and appliances and not interrupt their use during the progress of the Work. 14. You must arrange to notify the owners of structures and appliances that are to be supported, maintained, removed, reconstructed, relocated, rearranged, adjusted or repaired by reason of the Work in ample time to permit them to do their work. The Commissioner may direct you to suspend your operations on that part of the Work that affects the structures and appliances until their owners have had time to perform the work. 15. You must conduct the Work so that no equipment, material or debris is placed upon private property unless you have first obtained the owner's written consent thereto and provided this written consent to the Commissioner. You must take such means as may be required to prevent the creation of a public nuisance on any part of the Work site or adjacent streets or property. 16. You must thoroughly clean all streets, pavements, sidewalks and parkways and all private property of all surface materials, earth and rubbish and restore them to as good condition as before the commencement of the Work. Where you have removed or killed sod, you must provide new live sod. Where the areas have been seeded, you must replace top soil equivalent to that removed, fertilize it, seed and roll it to the satisfaction of the owner of the land. You must replace all trees, shrubs and plants damaged in the proper season of the year with live, growing stock of the same kind and variety and of the size ordinarily used for planting purposes. F. Precautions and Safety 1. You must take any precautions that may be necessary to render all portions of the Work secure in every respect, to decrease the liability of accidents from any cause and to avoid contingencies that are liable to delay the completion of the Work. You must furnish and install, subject to the approval of the Commissioner, all necessary facilities to provide safe means of access to all points where Work is being performed and make all necessary provisions to insure the safety of workers and of engineers and inspectors during the performance of the Work. You are required to conduct your Work ,so as not to unnecessarily obstruct the activities of other contractors who also may be engaged in work on this or any other project. 2. Although the Commissioner may observe the performance of the Work and reserves the right to give you opinions and suggestions about safety defects and deficiencies, the City is not responsible for any unsafe working conditions. The Commissioner's suggestions City Funded XVI. Contractor Practices At Site 72 Exhibit 5 cont. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) on safety, or lack of it, will in no way relieve you of your responsibility for safety on the Work site. You have sole responsibility for safety and the obligation to immediately notify the Commissioner of all accidents. 3. Precautions must be exercised at all times for protection of persons (including employees) and property. The safety provisions of applicable laws and building and construction codes must be observed. 4. You must provide completely equipped first aid kits readily accessible at all times on the Work site. You must designate an appropriately trained individual on each shift to be in charge of first aid. 5. You must provide at appropriate locations fire extinguishers or other fire protection equipment that comply in all respects with the Municipal Code and NFRA standards. You must maintain this equipment in proper operating condition at all times and must cause the equipment to be inspected by all appropriate agencies as required by law, but in no event less than monthly. You must comply with the Municipal Code requirements on the use of standpipes, hoses and other fire protection equipment. 6. Only such materials and equipment as are necessary for the construction of the Work under this Contract must be placed, stored or allowed to occupy any such space at the site of the Work. Not more than one day's supply of flammable liquids, including oil, gasoline, paint, or solvent is permitted to be kept on hand at any one time. If gasoline, flammable oils, other highly combustible materials or compressed gas cylinders are to be stored at the site, they must be stored in a secure manner, in compliance with all applicable laws, ordinances and regulations, and all storage places must be clearly marked. The written consent of the Commissioner is required for such storage. That consent in no way limits your liability for the materials. 7. You must prohibit all lighting of fires about the premises and all smoking in restricted areas where posted with "NO SMOKING" signs, and you must diligently enforce this prohibition. You must furnish and post "NO SMOKING" signs. You must not permit any debris or waste materials to be burned at the Work site. G. Health, Safety and Sanitation 1. Clean-Up. During construction, you must keep the Work site and adjacent premises as free from material, debris and rubbish as practicable. Haul roads, streets and public areas must be swept daily. Before Final Completion and Acceptance of the Work, you must remove from the Work site and adjacent premises all machinery, equipment, surplus materials, falsework, excavated and useless materials, rubbish, temporary buildings, barricades and signs and must restore the site to the same general conditions that existed before the commencement of the Work. The cost of final clean-up is included in the unit prices for the various items, or included in the Contract lump sum price, as the case may be. You must clean off all cement streaks or drippings, paint smears or drippings, rust stains, oil, grease, dirt and any other foreign materials deposited or accumulated on any portion of your Work, or existing facilities and structures, due to your performance of the Work. City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 73 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 2. Snow and Ice Removal. You must remove snow and ice that may impair progress of Work, be detrimental to workers, or impair trucking to and from points of delivery at the Work site. 3. Glass Breakage. You must replace all glass broken or damaged during construction at no additional cost to the City. You must promptly remove all broken glass from the Work site. 4. Noise and Vibration Control. All equipment, vehicles, and Work under this Contract must be conducted in accordance with the City Building Code, Chapter 11-4 of the Municipal Code, "Environmental Protection and Control," Article VII - Noise and Vibration Controi, so as to cause a minimum of noise, vibration and inconvenience to the activities of the occupants of property and buildings in the vicinity of the Work. When the Commissioner, in his sole discretion, determines that your operations constitute a nuisance, you must immediately proceed to conduct your operations in a manner that abates the nuisance. You must provide all measures, including engine and exhaust mufflers, acoustic casing enclosures, maintaining equipment, or physical barriers along the edges of the construction zone, required to minimize noise and vibration. Noise and vibration levels may be monitored by the Commissioner. 5. Health and Safety. You must comply with the requirements of 29 C.F.R. part 1926 Safety and Health Regulations for Construction, promulgated under the U:S. Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 at seq. (OSHA). Copies may be obtained from the Regional Administrator of the U.S. Department of Labor, Federal Office Building, 230 S. Dearborn, Chicago, Illinois. You must comply with the requirements of the Illinois Health and Safety Act, 820 ILCS 225/.01 at sec/., and the rules and regulations promulgated under it by the Director of Labor for the State of Illinois, which are on file with the Illinois Secretary of State. Whenever a Federal OSHA Compliance Officer arrives at the work site, you must notify the Commissioner immediately. At the conclusion of the inspection, you must report any findings to the Commissioner. Copies of any citations issued and related documents must be submitted to the Commissioner. You must maintain the following records and make available to the Commissioner for review: (i) all records required by OSHA, including the accident log, Fed/OSHA #200, and posting of the prescribed OSHA poster; (ii) log of safety activities, accident investigation, employee instruction, training, tool-box meetings, and any other pertinent information; and (iii) Material Safety Data Sheets (MSDS) as required for each material you have used at the Work site. 6. You must enforce among your employees such regulations in regard to cleanliness and the disposal of garbage and wastes that are necessary for their health and tend to prevent the inception and spread of contagious and infectious disease among them. You must provide an ample supply of suitable, pure drinking water, and must take such means as the Commissioner may direct to effectively prevent the creation of a nuisance on any part of the Work site or adjacent streets or property. You must construct and maintain necessary sanitary conveniences for the use of the laborers on the Work, properly secluded from public observation, in such manner and at such points as be City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 74 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) approvsid, and their use nnust be strictly enforced. Whenever manholes have been used for sanitary proposes, they must be thoroughly flushed and cleaned when no longer needed. The manner of disposing of waste must be such that all waste is disposed of without creating a public nuisance or health hazard and in accordance with Illinois Department of Public Health Circular No. 815, Educational Health Circular No. 4.001, and all Illinois Environmental Protection Agency rules and regulations. You must also comply with all rules and regulations of the Federal and State governments and the City Department of Public Health. H. Hazardous Operations and Security 1. During construction, all cutting or welding operations must be carried out with all precautions taken to prevent fires resulting from sparks or hot slag. Extreme care must be exercised to determine that sparks or embers do not fall into any combustible materials, even if such material is stored on lower floors. Sheet metal wind screens must be provided around the lead-melting furnaces whether the Work site is enclosed or not. Portable fire extinguishers must be provided at and below all locations where cutting or welding or melting operations are being performed or, if those operations are extensive, a hose from the stand pipe system or fire hydrant must be placed nearby. You must obtain special permission from the Commissioner of Water and pay all associated connection fees. 2. No welding, flame cutting, or other operations involving use of flame, arcs, or sparking devices, will be allowed without adequate protection. All combustible or flammable material must be removed from the immediate working area. If removal is impossible, flammable or combustible materials must be protected with fire blankets or suitable non-combustible shields to prevent sparks, flames or hot metal from reaching flammable or combustible materials. You must provide necessary personnel and equipment to control incipient fires resulting from welding, flame cutting, or other sources involving use of flame, arcs, or sparking devices. 3. You must immediately report any concentration of gas fumes, and you are responsible for clearing the area and notifying the Commissioner and the appropriate utility company. All operations in the area must be suspended until the source of the fumes has been located and corrected. 4. You must arrange for the installation of necessary fire protection lines and equipment as required by the Chicago Fire Department and as necessary to properly protect the Work site. Permanent fire protection facilities may be used for this purpose as soon as they are installed, tested and approved by the Commissioner for temporary use. 5. Salamander heaters or similar forms of uncontrolled heaters must not be used except with the special written permission of the Commissioner and City fire marshal and then only when each salamander is maintained under constant supervision. 6. Gasoline must be kept in and handled from approved safety cans. 7. All tarpaulins used for any purpose must be made of fire, water and weather-resistant materials. City Funded ' Exhibit 5 cont. XVI. Contractor Practices At Site 75 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 8. You must furnish such watchmen as may be necessary to protect the public an(d those who are at or in the vicinity of the Work uncder this Contract, an(d to protect all materials, tools, machinery and equipment and all Work you have performed. 9. You must comply with all Federal and State and local occupational health and safety statutes, and any occupational health and safety standards promulgated thereunder; provide reasonable protection to the lives, health and safety of all persons employed under this Contract; furnish to all such persons a place of employment that is free from recognized hazards that are causing or are likely to cause death or serious physical harm; keep all persons employed under this Contract informed of your protections and obligations under the statutes; and provide all persons employed under this Contract with information regarding hazards in the workplace, including information about suitable precautions, relevant symptoms and emergency treatment. The Federal and State occupational health and safety statutes, and the rules and regulations promulgated thereunder, are considered part of this Contract as though fully set forth in this Contract. 10. You must provide safety instructions and training for all workers. You must conduct weekly craft safety meetings (tool-box type) of reasonable length as an effective means of communicating safety issues to workers. Reports containing tool box discussion topics must be signed-off by all attendees and must be submitted to the Commissioner. I. Services and Use of Site 1. Work Area. After receipt of the Notice to Proceed, you must propose a suitable working area subject to approval by the Commissioner. You must secure the space at your own expense. 2. Temporary Services and Utilities. If specified in the Contract, you are responsible for arranging for and providing all general services and temporary facilities as specified in the Contract and as required for the proper and expeditious prosecution of the Work. You must pay all costs for those general services and temporary facilities. You must provide temporary connections for water, electricity and heat including installation, maintenance and removal of those facilities. You must pay the cost of all water, telephone, and electricity during the construction period. a. Water. You must provide temporary water connections as required for drinking and construction purposes. The Commissioner reserves the right to regulate the use of water and may impose restriction on the use if you are using water carelessly. You must provide water and facilities for obtaining water for sanitary purposes, drinking, mixing concrete and for all other purposes at your expense. You are not permitted to obtain the water from the mains of the Chicago water system, except as may be provided in the Contract. Except with special permission from the Commissioner and the Department of Water, you must not make connections for water to the City's fire hydrants. b. Light and Power. You must furnish the electricity and must furnish and install all wiring, electrical services, lighting units, insulated supports for wiring and all other electrical equipment together with all other incidental and collateral Work necessary for the furnishing of the temporary power and lighting facilities for the Work to be done under this Contract, all at no additional cost to the City. Electrical Work must be performed by a licensed electrician. City Funded XVI. Contractor Practices At Site 76 Exhibit 5 cont. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) c. Temporary Heating During Construction. You must provide temporary closures or enclosures for all exterior door, window, roof or other types of exterior openings as required to provide protection from the elements during construction. It is your responsibility to keep water in pipes from freezing and to maintain temporary heat in areas where Work is being performed at not less than 50° Fahrenheit. Finish Work includes, but is not limited to masonry, plastering painting, millwork and other temperature sensitive Work. The Heating period is from approximately October 1 to May 30 unless conditions warrant otherwise. You must furnish, install, operate and maintain all required temporary heating equipment, and must provide and pay all fuel costs. 3. Temporary Construction Facilities. Unless otherwise specified, you must provide and maintain the following temporary construction facilities throughout the construction period and remove them at the completion of the Work: a. Field Offices. Unless otherwise specified, you must provide a temporary building or mobile type field office of such size and containing such equipment as you deem necessary to conduct the operations. The field office must be provided with a telephone for your superintendent and a pay telephone for use by others during the entire period of construction. The telephone must be removed promptly upon Final Completion and Acceptance of the Work. Unless otherwise specified, you must supply a field office for the City's Superintendent consisting of a separate office facility. It must be of adequate size for efficient operations and be furnished with a desk, three chairs, 4-drawer file cabinet and a plan table. It must be equipped with electric lighting, heating, ventilating and cooling facilities. You must provide a separate telephone for City Superintendent's use. You must also provide and maintain in clean condition for Superintendent's use, including toilet facilities, having a water closet and laboratory fixture connected tosanitary sewer and water service. Temporary toilet facilities must be located in the City's Superintendent's trailer and comply with City and State regulations relating to health and sanitation. The toilet facility must be serviced twice weekly and kept stocked with toilet paper, soap, and paper towels. b. Toilets. You must provide at least one portable chemical toilet for every 20 workers or fraction of that number at the Work site as soon as construction operations commence. Toilet facilities must be serviced, at a minimum, twice weekly, which includes draining tank and refilling and disinfecting the interior of each toilet unit, and keeping each unit stocked with toilet paper. Toilet facilities must be maintained during the term of the construction period and removed upon completion of the Work. c. Stove heaters in temporary offices and sheds must be properly installed to protect combustible walls, floors and roof. d. Storage of Materials. If it is necessary to store materials, they must be protected in such a manner as to insure the preservation of their quality and fitness for the work. All stored materials will be inspected at the time of use in the Work even though they may have been inspected and approved before being placed in storage. You may City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 77 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) store materials in the areas provictect as working areas by the Contract. If no areas are provided, or if the areas provided are insufficient, you must provide the space required at your expense. Upon completion of the Work, you must clean and restore the storage sites and working areas to their original condition at your expense. All materials and equipment must be received at the Work undamaged. The Commissioner has the right to reject any method of packing and shipping that, in the Commissioner's opinion, will not adequately protect the materials and equipment against damage while they are in transit or storage or that will damage existing structures. e. Storage Sheds. You and each Subcontractor must provide suitable watertight storage sheds for your, or their own, use as needed. You and each Subcontractor are responsible for and must pay for any electric services to your or their storage sheds. However, the electrical Work must be performed by a licensed electrical Subcontractor. You are responsible for materials stored in the open; they must be arranged in an orderly manner and properly protected against the elements and damage. 4. Working Space. You must provide working space for your own use and for each of your Subcontractors. It must provide sufficient space for benches, tools, material storage and for such other purposes as may be required to properly perform and expedite the Work. Allocation of such Work areas is subject to approval by the Commissioner. You must maintain all Work areas in a clean and orderly condition and take whatever precautions as may be necessary adjacent to the new Work. You must clean, repair or replace any damage to Work site due to improper protection at no additional cost to the City. 5. Equipment and Falsework: You must determine the methods to be employed, the procedures to be followed, the equipment, plant, falsework, shoring, bracing, and other temporary structures and equipment to be used on the Work, subject to the requirements of the Contract. Only adequate and safe procedures, methods, structures, and equipment must be used. You must furnish and maintain and are solely responsible for all equipment such as temporary ladders, ramps, runways, hoists, scaffolding, and similar items required for proper execution of Work. All such apparatus, equipment and construction must meet the requirements of Federal, State and local laws concerning the safety and protection of employees. No hoist, scaffolding or other equipment must be erected at such location as will interfere with general construction or progress of other trades. Hoists, scaffolding or other equipment must be located at sufficient distance from exterior walls to prevent staining or marring of any permanent Work. All suspended scaffolding and staging must be lowered to ground level at the end of each work day. 6. Project Signs. You must erect and maintain signs identifying the Project and indicating City, and to the extent applicable. State and Federal participation. Work under this item includes constructing and erecting project signs of the size and material specified in the Contract drawings. These signs must be erected in locations approved by the Commissioner and must be maintained throughout the term of this Contract. You are responsible for the immediate removal of graffiti. If you are notified of graffiti, you must remove such within 24 hours. The signs must not be removed until you receive such City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 78 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) notice from the Commissioner. No separate payment will be made for furnishing, erecting and maintaining the project signs; it is incidental to the Contract. J. Reports and Plans 1. Daily Progress Reports, You and all Subcontractors must prepare and submit to the Commissioner daily progress reports on the various parts of the Work. The report must include the number of workers and the classification of the trades involved, equipment used and any pertinent information regarding possible delays in the Work. 2. Procedures, Methods and Equipment. You will determine the methods to be employed, the procedure to be followed, the equipment, plant, falsework, shoring, bracing and other temporary structures and equipment to be used on the Work, subject to the requirements of the Contract. Only adequate and safe procedures, methods, structures and equipment must be used. Any approval, constructive or otherwise, by the Commissioner of such methods, procedures and equipment in no way relieves you of any of your obligations under this Contract. XVII. ENVIRONIVIENTAL REQUIREMENTS A. Compliance with Environmental Laws 1. You must comply with all Environmental Laws including those listed in the Economic Disclosure Statement and Affidavit (EDS),which you must execute and have notarized, and any analogous future local. State or Federal ordinance or statute, rule and regulation promulgated under or under the foregoing, and any other present or future law, ordinance, rule, regulation, permit or permit condition, order, or directive which regulates, relates to, imposes liability for or establishes standards of conduct concerning any Hazardous Materials that may be set forth by the Federal government, any state or any political subdivision thereof, or any agency, court or body of the Federal government, any state or any political subdivision thereof exercising executive, legislative, judicial, regulatory or administrative functions. 2. If you are required under any Environmental Laws to file any notice or report of a release or threatened release of Hazardous Materials or Special Wastes on, under, or about any premises you use to perform the Work required under this Contract, you must provide a copy of the report or notice to the City. In the event of a release or threatened release of Hazardous Materials or special waste into the environment, or in the event of any claim, demand, action or notice is made against you regarding your failure or alleged failure to comply with any Environmental Law, you must notify the City pursuant to Section XVIII.C, "Disposal of Waste Materials, Construction Debris, Soils and Waste," below. 3. If you fail to comply with any Environmental Law, the City may terminate this Contract in accordance with the default provisions of this Contract and may adversely affect your eligibility for future contract awards. B. Environmental Permits 1. You must show evidence of, and keep current throughout the term of this Contract, all waste hauling, special waste hauling, disposal permits and insurance certificates City Funded Exhibit 5 cont. XVI. Contractor Practices At Site 79 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) require(d by Federal, State, City or other local governmental body or agency pursuant to any Environmental Law. 2. When requested by the Commissioner, you must submit copies of all hauling permits required by any Environmental Law. Copies of all permits and insurance certificates that require periodic renewal must be forwarded to the Commissioner throughout the duration of this Contract. Noncompliance with this requirement may be cause for rejection of the bid and/or termination of this Contract and declaring you non-responsible in future bids. 3. Environmental Records and Reports. You are required to prepare and maintain proper, accurate and complete records of accounts of all transactions related to the performance of this Contract, including: a. Vehicle maintenance records; b. Safety and accident reports; c. IEPA or OSHA manifests; d. Disposal records, including disposal site used, date, truck number and disposal weight, bills of lading, manifests, or other confirmatory receipts signed by a representative of accepting facility for each load of material; and e. Permit documentation and all other documentation and transactions pertaining to all Environmental Laws. C. Disposal of Materials, Construction Debris, Soil and Waste 1. You are responsible for the proper disposal of all materials, construction debris, soil and other waste. Hauling and disposal by a Subcontractor does not relieve you from responsibility for proper disposal. Disposal of all materials, construction debris, soil, and other wastes must be at a disposal site that is properly licensed and permitted to accept the particular materials, construction debris, soil and other wastes delivered to it in accordance with all Environmental Laws. You must identify the disposal site(s) or transfer station(s) to which you have contractual access and for which proper, sanitary landfill permits and/or licenses have been obtained. 2. You must provide the Commissioner or his designated representative with copies of all load tickets, manifests, bills of lading, scale tickets and other pertinent documents. When requested by the Commissioner, you must provide copies of all permits and/or licenses for the proposed transfer station and/or landfill. If the transfer station and/or landfill you propose to use does not possess the necessary permits and/or licenses to accept the materials, construction debris, soil or other wastes, you must replace the transfer station and/or landfill submitted as part of their bid proposal at no additional cost to the City. If you dispose of materials, construction debris, soil or other wastes at a site that is not properly permitted, you will be responsible for all costs associated with the removal of the waste to a properly licensed/permitted landfill or disposal site. 3. You must notify the Commissioner, within 24 hours, of receipt of any environmental complaints, fines, citations, violations or notices of violation ("Environmental Claim") by any governmental body or regulatory agency against you by any third party relating to the loading, hauling or disposal of materials, construction debris, soil or other wastes. City Funded Exhibit 5 cent. XVII. Environmental Requirements 80 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised .lime 2017) You must provide evidence to the Commissioner that any such Environmental Claim has been addressed to the satisfaction of its issuer or initiator. 4. You must notify the City of any community meetings, media involvement or media coverage related to the loading, hauling or disposal of materials, construction debris, soil and other wastes under this Contract in which you are asked to participate. 5. You must verify, in writing, whenever requested by the Commissioner, that all materials, construction debris, and other waste you accept from the City have been disposed of in compliance with all Environmental Laws. 6. The form for identifying your debris disposal/handling site(s) and acknowledging terms and conditions relating thereto which you have executed and attached to this Contract is incorporated by reference (the "Form"). In addition to the representations and requirements contained in the Form, you acknowledge that unless otherwise authorized in writing by the Commissioner of Environment, you must not continue to use a disposal/handling site identified in the Form that (i) has been cited as being in violation of any environmental law or regulation or of any City ordinance; or (ii) does not have a necessary permit. If only one site was identified in the Form, you must arrange for a substitute disposal/handling site that meets the requirements specified in the Form and provide a revised Form to the Commissioner of Environment. You further acknowledge that any such substitution is at no additional cost to the City, regardless of the reason necessitating such substitution. D. Equipment and Environmental Control During Transport You must haul materials, construction debris, soil and other wastes in vehicles and/or containers complying with all applicable Environmental Laws. All equipment used to transfer materials, construction debris, soil and other wastes must be designed to prevent spillage during the hauling operation. Your equipment must fully comply with all City, State and Federal Regulations, laws and ordinances pertaining to size, load weight, safety and any Environmental Law. E. Environmental Control In perforrning the Work, you must become thoroughly familiar with all Federal, State, and local statutes, ordinances, and directives with respect to the elimination of excessive noise and pollution of air, water, and soil due to construction and other operations. Attention must be given to reduce the noise of heavy construction equipment and to the control of dust, smoke, and fumes from construction equipment and other operations on the Work site, and the dirt and noise created by heavy truck operations over City streets in accordance with ' ordinances of the City and orders of the Commissioner. The discharge of Hazardous Materials into waterways and City sewers is not permitted. E. Open Dumping Prohibited The removal of all recyclable material and garbage, refuse or other waste material, including broken concrete, bricks, rock, paving asphalt and incidental debris generated from all construction or demolition activities performed under this Contract, must be transported to a facility that is zoned and permitted to accept the material under Chapter 11-4 of the Municipal Code and all applicable local. State, and Federal regulations. City Funded Exhibit 5 cent. XVII. Environmental Requirements 81 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) You must retain bills of lading, manifests, or other confirmatory receipts signed by a representative of accepting facility for each load of material and make them available to the City upon request G. Environmental Protection You must comply with, and must cause your Subcontractors to comply with, all Federal environmental and resource conservation laws and regulations, whether existing or promulgated later, as they apply to this Contract. You must include these provisions in all subcontracts. Some, but not all, of the major Federal laws that may affect this Contract include the National Environmental Policy Act of 1969, as amended, 42 USC §§ 4321 et seq.; the Clean Air Act, as amended, 42 USC §§ 7401 et seq. and scattered sections of 29 USC; the Clean Water Act, as amended, scattered sections of 33 USC and 12 USC; the Resource Conservation and Recovery Act, as amended, 42 USC §§ 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 USC §§ 9601 et seq.. You and your Subcontractors must also comply with Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 59 Fed. Reg. 7629, Feb. 16, 1994; U.S. DOT statutory requirements on environmental matters at 49 USC § 5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 CFR Part 1500 et seq.; and U.S. DOT regulations, "Environmental Impact and Related Procedures," 23 CFR Part 771 and 49 CFR Part 622. 1. Air Qualitv. You must comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 USC §§ 7401 et seq. Specifically, you must comply with applicable requirements of U.S. EPA regulations, "Conformity to State of Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 USC or the Federal Transit Act," 40 CFR Part 51, Subpart T; and "Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 CFR Part 93; and National Emission Standards for Hazardous Air Pollutants (NESHAP), 40 CFR § 61.145. You further must report and require each Subcontractor at any tier to report any violation of these requirements resulting from any Contract implementation activity to the City and the appropriate U.S. EPA Regional Office. 2. Clean Water. You must comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC §§ 1251 et seq. You further must report and require each Subcontractor at any tier to report any violation of these requirements resulting from any Contract implementation activity to the City and the appropriate U.S. EPA Regional Office. 3. List of Violating Facilities. You acknowledge that any facility to be used in the performance of the Contract or to benefit from the Contract must not be listed on the U.S. EPA List of Violating Facilities ("List"), and you must promptly notify the City if you receive any communication from the U.S. EPA that such a facility is under consideration for inclusion on the List. 4. Preference for Recycled Products. To the extent practicable and economically feasible and to the extent that it does not reduce or impair the quality of the Work, you must use City Funded Exhibit 5 cent. XVII. Environmental Requirements 82 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) recycled products in performance of the Contract pursuant to U.S. Environment Protection Agency (U.S. EPA) guidelines at 40 CFR Parts 247-253, which implement section 6002 of the Resource Conservation and Recovery Act, as amended, 42 USC § 6962. H. Clean Diesel Fleet: Emissions Reduction (MCC 2-92-595) (where applicable) If this Contract is for construction, demolition, restoration, repair, renovation, environmental remediation or environmental abatement of any building, structure, tunnel, excavation, roadway, bridge, transit station or parcel of land and the estimated value of this Contract is $2,000,000 or more: Contractor must comply with the Clean Diesel Contracting Ordinance, MCC Section 2-92595. 2. Contractor and any Subcontractor(s) must utilize Ultra Low Sulfur Diesel Fuel (ULSD) for any heavy-duty diesel-powered vehicle, non-road vehicle or non-road equipment used in the performance of the Contract. 3. Contractor and any Subcontractor(s) must minimize idling of motor vehicles and nonroad vehicles used in the performance of the Contract during periods of inactivity, and must comply with the anti-idling requirements imposed by any applicable federal, state, or local law. 4. Contractor and any Subcontractor(s), may not use any of the following vehicles and equipment in the performance of the contract: (i) any heavy-duty diesel vehicle not meeting or exceeding the US EPA's emission standards for heavy-duty diesel vehicles for the 1998 engine model year, unless such vehicle is fitted with a verified diesel emission control retrofit device; or (ii) any non-road vehicle or non-road equipment not meeting or exceeding the US EPA's Tier 1 Non-road Diesel Standards, unless such vehicle or equipment is fitted with a verified diesel emission control retrofit device. 5. Any heavy-duty diesel vehicles, non-road vehicles and non-road equipment used in the performance of this Contract must incorporate such engine or retrofit technology so that the Contractor, through such engine or retrofit technology used directly by the Contractor and all subcontractors, shall have a minimum of 3.0 clean fleet score per a reporting period, as calculated by using the methodology described in MCC subsection 2-92595(c)(5). Contractor may exclude from the calculation of the clean fleet score up to fifty percent of all of the heavy-duty diesel vehicles, non-road vehicles and non-road equipment used in the performance of the contract during a reporting period that are owned or leased by any firm that the CPO has granted a clean fleet score annual waiver certificate pursuant to MCC subsection 2-92-595 (f). However, pursuant to MCC subsection 2-92-595(b)(6), if this contract is advertised after January 1, 2020, the minimum clean fleet score is increased to 4.0, and Contractor may exclude from the calculation up to only twenty five percent of vehicles owned or leased by a firm that has received a clean fleet score waiver certificate instead of fifty percent. City Funded Exhibit 5 cent. XVII. Environmental Requirements 83 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 6. The City may conduct an audit of the Contractor or inspect any vehicle or equipment used in the performance of the Contract to ensure compliance with the requirements specified above. In the event that Contractor or any Subcontractor fails to utilize ULSD or fails to minimize idling or comply with antiidling requirements, Contractor will be subject to liquidated damages of $5,000 per day for each violation and each day of noncompliance will be a separate violation; provided, however, the damages will not exceed $50,000 for any one vehicle or piece of equipment, as specified in MCC Section 2-92-595(e). Such liquidated damages are imposed not as a penalty but as an estimate of the damages that the City will sustain from delay in completion of the project and inspection and other enforcement costs, as well as the resultant damages to the public health of its citizens, which damages by their nature are not capable of precise proof. The City is authorized to withhold and deduct from monies otherwise payable to the contractor the amount of liquidated damages due to the City. 7. Contractor understands that pursuant to MCC subsection 2-92-595(e)(6), any person knowingly making a false statement of material fact to any City department with respect to compliance with the contract provisions specified in MCC subsection 2-92-595(e) Chicago may be fined not less than $1,000 or more than $5,000 for each statement. XVIII. INSURANCE, INDEMNITY AND BONDS A. Indemnity 1. You must protect, defend, indemnify, and hold the City, its officers, officials, representatives, and employees (collectively the "Indemnitees"), harmless from and against any and all claims, damages, demands, injury or death, in consequence of granting this Contract or arising out of or being in any way connected with your performance under this Contract except for matters shown by final judgment to have been caused by or attributable to the negligence of Indemnitees. This indemnification obligation is effective to the maximum extent permitted by applicable law. This indemnity extends to all legal costs, including attorney fees, costs, liens, judgments, settlements, penalties, professional fees, and other expenses incurred by the City, including fines and penalties imposed by public bodies, and the reasonable settlement of such claims. This indemnification obligation is not limited by any amount of insurance required under this Contract. Further, the indemnification obligation contained in this section will survive the expiration or termination of this Contract. 2. You will be solely responsible for the defense of any and all claims, demands, or suits against Indemnitees, including claims by your employees, subcontractors, agents, or servants even though the claimant may allege that the Indemnitees were in charge of the Work or alleged negligence on the part of Indemnitees. The City will have the right, at its sole option, to participate in the defense of any such suit, without relieving you of your obligations under this section. 3. "Injury" or "damage" as these words are used in this section will be construed to include injury or damage consequent upon the failure of or use or misuse by you, your Subcontractors, agents, servants, or employees, of any scaffolding, hoist cranes, stays. City Funded Exhibit 5 cent. XVII. Environmental Requirements 84 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) ladders, supports, rigging, blocking or any and all other kinds of items of equipment, whether or not they are owned, furnished, or loaned by the Indemnitees. 4. You will promptly provide, or cause to be provided, to the Commissioner and City Corporation Counsel copies of all notices that you may receive of any claims, actions, or suits that may be given or filed in connection with your performance or the performance of any Subcontractor and for which the Indemnitees are entitled to indemnification under this Contract and to give the Indemnitees authority, information and assistance for the defense of any claim or action. B. Contribution To the extent permissible by law, you waive any limits on your liability that you would otherwise have by virtue of the Worker's Compensation Act or any other related law or judicial decision (such as Kotecki v. Cyclops Welding Corporation, 146 III. 2d 155 (1991)). The City, however, does not waive any limitations it may have on its liability under the Worker's Compensation Act, the Illinois Pension Code or any other statute. C. Admiralty In addition, you waive the right to receive the benefits of or to invoke the protection afforded by^all maritime statutory limitations of liability, including the Limitation of Vessel Owner's Liability Act, 48 U.S.C. § 183 ef seq., that could act to diminish your liability for any harm or damage arising from your performance of your obligations under the Contract in any manner or for all claims or other costs arising from or occasioned by your operations on any waterways, including Lake Michigan and the Chicago River. This provision is not intended to avoid or waive Federal jurisdiction under the applicable admiralty laws. This waiver extends only to the Indemnitees, and not to third parties seeking recovery for claims solely against you. 1. Without limiting your waiver, you specifically consent to pay^all sums in respect of any claims against the Indemnitees and other costs suffered by the Indemnitees arising from or occasioned by your operations in or on waterways, including the following: a. Loss or damage to any other ship, vessel or boat caused proximately or otherwise by your vessel, or, loss of the cargo or the other ship, vessel or boat; b. Loss of life or personal injury, or for any cost of life salvage; c. Loss or damage to any harbor, dock, building, graving or otherwise, slipway, pontoon, pier, quay, tunnel, jetty, stage, buoy, cables of any kind, or other fixed or movable object or property whatsoever; d. The cost of the removal, raising or destruction of the wreck of any vessel you employ in performing your obligations under the Contract; e. If a vessel is disabled or otherwise, the cost of towage or other salvage of any vessel you employ in performing your obligations under the Contract; f. D. Loss or damage to the bottom, banks, or shoreline of the waterway. Performance and Payment Bonds City Funded Exhibit 5 cont. XVIII. Indemnity, Insurance and Bonds 85 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised jujie 2017) You must, before award of the Contract, deliver to the Commissioner a performance and payment bond in the amount set forth in the DB Agreement. Any performance bond that you provide must comply with the provisions of 30 ILCS 550/1 et.seq., as amended, and of § 2-92-030 of the Municipal Code, as amended. It must also be in the form of the performance and payment bond form included in the DB Agreement. The surety or sureties issuing the bond must be acceptable to the Comptroller and must have a Best's Key Rating Guide of "B+," Class XI or greater and be listed in the most recently published "Listing of Approved Sureties" of the U.S. Department of the Treasury Circular 570, with underwriting limitations in excess of the Contract Price. The bond must cover the warranty period required by the Contract. In case of your neglect, failure, or refusal to provide satisfactory sureties when so directed within 10 days after such notification, pursuant to § 2-92-040 of the Municipal Code the Commissioner may declare this Contract forfeit, but such forfeiture will not release you or your surety or sureties from any liability that may have accrued before the date of the forfeiture. If at any time the surety or sureties, or any one of them, upon the bond become insolvent, or are, in the sole opinion of the Commissioner, unsatisfactory, or unable to respond to damages in case of liability on such bond, the Commissioner will notify you and direct that you furnish a bond issued by a satisfactory surety or sureties forthwith. E. Insurance You must procure and maintain at all times, at your own expense, through the completion of the warranty period, the types of insurance specified in the DB Agreement of the Contract, with insurance companies authorized to do business in the State of Illinois, covering all operations under this Contract, whether performed by you or by Subcontractors. Upon written request by the Commissioner, you must allow the Commissioner to review and copy any original insurance policies you are obligated to maintain under this policy. You waive any and every claim or right of recovery from the City for all injuries and losses arising under this Contract or in any way related to the Work, including any claim for loss of or damage to the Work or to the contents of it, which injury, loss or damage is covered or is required to be covered by valid and collectible insurance policies, to the extent that such injury, loss or damage is recoverable under the insurance policies. As this waiver will preclude the assignment of any claim by subrogation (or otherwise) to an insurance company (or any other person), you must give each insurance company that has issued, or in the future may issue, your policies of insurance, written notice of the terms of this waiver, and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of insurance coverage by reason of the waiver. You must require each Subcontractor to include similar waivers of subrogation in favor of the City. The City reserves the right to change, modify or delete insurance requirements set forth in the Contract, including the right to request that you provide additional types of insurance. City Funded Exhibit 5 cont. XVIII. Indemnity, Insurance and Bonds 86 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) XIX. CLAIMS AND DISPUTES A. General Compliance with the provisions in this Article is a precondition to seeking judicial review of an adverse decision of the Chief Procurement Officer. You must not withhold performance of and must prosecute any Work required by the Commissioner while your claim, including judicial resolution, if any, is pending. You must prosecute all of your Work including any disputed Work with the same diligence and effort as if no dispute existed. Neither the Chief Procurement Officer's determination (see Section XIX.C.3 below), nor the continued performance by either party, constitutes an admission as to any factual and/or legal position in connection with the dispute or a waiver of any rights under the Contract. B. Claims 1. This provision applies to all claims under this Contract, including those for time, money, or both. 2. Procedures. Within_14 days after a basis for claim arises, you must submit your claim in writing to the City's resident engineer or its project manager ("Commissioner's Representative). This written claim to the Commissioner's Representative will constitute "notice" to the City for purposes of determining initial timeliness of the claim; oral notice is insufficient. If you and the Commissioner's Representative are unable promptly (depending upon the complexity of the matter) to resolve the claim, you must forward your claim in writing to the Commissioner together with the documents listed in (a) through (d) below (collectively, "your documents"). You must include; a. A general statement of the basis for the claim, b. Reference to the applicable Contract provisions, c. All records that support the claim, and d. All documents that relate to it, such as correspondence, and that are reasonably necessary for the Commissioner's understanding to resolve the claim. It is your responsibility to furnish your documents to the Commissioner at the time you forward the claim to him, as, with or without the supporting documentation, the Commissioner has 30 days to respond in writing to you after he has received the claim. Incomplete information may result in an adverse response. The response may be in the form of a contract modification. If within the 30 days the Commissioner neither responds nor forwards the claim to the Chief Procurement Officer in lieu of responding, the claim will be considered denied, unless you and the Commissioner have agreed to extend the time for him to complete his response. The Commissioner.may, at his sole option, forgo the opportunity to respond directly to your claim by referring it with all your documentation and a Request for Resolution of Dispute to the Chief Procurement Officer and supplying such additional documentation as the Chief Procurement Officer may require of him. C. Disputes City Funded Exhibit 5 cent. XIX. Claims and Disputes 87 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 1. Invoking Dispute Resolution Procedures. If you dispute the Commissioner's resolution or denial of your claim, or if your claim is deemed denied, you have 10 days to forward your claim and your documentation to the Chief Procurement Officer indicating to him that you are requesting resolution of a dispute and showing that you have complied with the preceding claims procedures. Your 10-day period to invoke dispute resolution by the Chief Procurement Officer is counted from the date the Commissioner's written resolution was sent to you, or, if he has not responded or forwarded the claim, from the date on which the time for the Commissioner's response lapsed. 2. Waiver. If you fail to file a Request for Resolution of Dispute with the Chief Procurement Officer within the 10-day period you will have waived your claim, the right to make the claim later, and the right to dispute its resolution or denial. 3. Dispute Procedures. Once the dispute resolution procedures are invoked, the Chief Procurement Officer will proceed to a final and binding decision under such rules and regulations as he from time to time promulgates. A copy of those rules and/or regulations is available through the Department of Procurement Services. The Chief Procurement Officer's decision will be implemented through a Contract Modification, if required, that will be made a part of the Contract with your signature or without it should you refuse to sign the Contract Modification. If either you or the Commissioner disagree(s) with the decision of the Chief Procurement Officer, the exclusive remedy is judicial review by a common law writ of certiorari. Unless such review is sought within 35 days of receipt of the Chief Procurement Officer's decision, all rights to seek judicial review are waived. XX. EVENTS OF DEFAULT AND TERMINATION A. CPO Right 1. The the CPO may, in her sole discretion, exercise the right to send you notice under Sections XX.C.I or XX.C.2. Whether to declare you in default is within the sole discretion of the CPO and neither that decision nor the factual basis for it is subject to review or challenge under Article )^, "Claims and Disputes." 2. If the CPO terminates this Contract under the provisions of Section XX.C.1 or XX.C.2, the Commissioner may use the material and equipment, whether owned or leased, that is within the scope of the Work or necessary for completion of the Work paid for by the City (whether located on or off the Work site), to complete the Work and you will receive no further payment until the Work is completed. If, however, the cost of completion exceeds the unpaid balance of the Contract, you must pay the difference to the City immediately upon demand. B. Events of Default Your failure to perform any of your obligations under the Contract, including one or more of the following, is an event of default: 1. Failure to begin the Work at the time specified; City Funded Exhibit 5 cont. XIX. Claims and Disputes 88 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 2. Failure to perform the Work with sufficient workers and equipment or with sufficient materials to insure the completion of Work or any part of the Work within the time specified by the Contract; 3. Failure to perform the Work in accordance with the Contract; 4. Failure to promptly remove materials, repair, or replace Work that was or were rejected as defective or unsuitable; 5. Unauthorized discontinuation of the Work; 6. Insolvency, bankruptcy or assignment for the benefit of creditors that impairs your ability to pay Subcontractors or perform the Work; 7. Failure to pay Subcontractors or material suppliers; 8. Failure to carry on the Work in a manner acceptable to the Commissioner; 9. Failure to observe Federal, State, or local laws or regulations governing safety and security requirements, including all environmental requirements; 10. Failure to comply with any other term of this Contract that states an event of default or failure to comply with any term of this Contract in any material respect; and 11. Failure to identify disposal site(s) for materials, construction debris, soil and other wastes or to submit such information when requested by the Commissioner. 12. Disqualification as a MBE or WBE of the Contractor or any joint venture partner, subcontractor or supplier if its status as an MBE or WBE was a factor in the award of the Contract and such status was misrepresented by the Contractor. 13. Failure to notify City of change in information submitted in Contractor's original Economic Disclosure Statement ("EDS") and to submit a new EDS; 14. Default under any other City contract; 15. Violation of any City ordinance, even if unrelated to contract performance. 16. Failure to comply with the Child Support Arrearage Ordinance, § 2-92-415 of the Municipal Code; C. Remedies If an event of default occurs, the CPO, at her sole discretion, may send you notice of his intent to exercise remedies pursuant to the following: 1. Opportunity to Cure: The CPO may provide you the opportunity to cure the default. If she does so, you must cure the default within 10 days after notice is given. If the CPO receives written notification that you have not cured the default within the 10-day cure period, the CPO may at any time after that terminate the Contract, in which event the termination of the Contract is final and effective. 2. Termination: The CPO may terminate the Contract. Written notification of the default and termination of the Contract will be provided to you and the bond company by the Commissioner. The CPO's decision and declaration of termination is final and effective. City Funded Exhibit 5 cont. XX. Events of Default and Termination 89 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 3. In ad(dition to the foregoing, upon an event of (default as (definecd in Section XX.B, "Events of Default," the City may invoke any or all of the following remedies: a. The right of set-off against any payments due or to become due to you; b. The right to take over and complete the Work, or any part of it, either directly or through others. The City may use your Subcontractors, materials and equipment to complete the Work. If the City notifies you that it is invoking this remedy, all rights you may have in or under your subcontracts are assigned to the City, subject to the City's right to take assignment of all or only selected subcontracts, at the City's discretion. The sole obligation accepted by the City under such subcontracts is to pay for Work satisfactorily performed after the date of the assignment. In the event a conditional assignment has not been executed, you must execute, or cause to be executed, any assignment, agreement, or other document that may be necessary, in the sole opinion of the Corporation Counsel, to evidence or effect compliance with this provision. You must promptly deliver such documents upon the City's request. In the case of any subcontract so assigned and accepted by the City, you remain liable to the Subcontractors for any payment already invoiced to and paid by the City, and for any claim, suit, or cause of action based on or resulting from any error, omission, negligence, fraud, willful or intentionally tortious conduct, or any other act or omission, or breach of Contract, by you, your officers, employees, agents, and other Subcontractors, arising before the date of assignment ^to the City, when such claim, suit, or cause of action has not been discharged, disposed of, or otherwise resolved as of that date. You must notify your Subcontractors of these requirements; c. In the event of termination, all costs and changes incurred by the City, together with the cost of completing the Work, are deducted from any moneys due or that may become due to you. When the expense incurred by the City exceeds the sum that would have been payable under the Contract, you and the surety are liable and must pay to the City the amount of the excess; d. The right to terminate the Contract as to any or all of the Work yet to be performed; e. The right of specific performance, an injunction, or any other appropriate equitable remedy, as may be applicable; f. The right to money damages, including all expert witness or other consultant fees, court costs, and attorneys' fees that the City may incur in connection with any claim, suit, or action based upon, related to, or arising from, directly or indirectly, an event of default under this Contract; g. The right to withhold all or any part of your compensation; h. The right to terminate any or all of any other contracts that you may have with the City; and i. The right to deem you non-responsible in future contracts to be awarded by the City. D. Nonexclusivity of Remedies The remedies under the terms of this Contract are not intended to be exclusive of any other remedies provided, but each and every such remedy is cumulative and is in addition to any other remedies, existing now or hereafter, at law, or in equity. No delay or omission to City Funded Exhibit 5 cont. XX. Events of Default and Termination 90 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised .liiiie 2017) exercise any right or power accruing upon any event of default impairs any such right or power, nor constitutes a waiver of any event of default or acquiescence in it, and every such right and power may be exercised from time to time and as often as may be deemed expedient. E. Adjudication of Termination If the Contract is terminated by the City for cause and it is subsequently determined by a court of competent jurisdiction that the termination was without cause, the termination will thereupon be deemed under Section XX.F, "Early Termination," and the provisions of Section XX.F, "Early Termination," apply. P. Early Termination 1. The City, through the Commissioner, may terminate your Work by written notice stating the effective date of the termination. Immediately upon receipt of the notice, you must provide similar written notice to the affected Subcontractor(s), whereupon you and Subcontractor(s) must, except for services necessary for the orderly termination of the Work. a. Stop all Work and place no further order or subcontracts for materials, services, equipment or supplies; b. Assign to the City, in the manner and to the extent directed, all of your rights under Work orders, purchase orders and subcontracts relating to the portion of the Work that has been completed; c. Terminate Work orders, purchase orders and subcontracts outstanding to the extent that they relate to the Work and are not assigned to the City; d. Take any action necessary to protect property in your possession in which the City has or may acquire an interest; and e. Take any other action toward termination of the Work that the City may direct. 2. If all or a portion of your Work is terminated under this Section, "Early Termination," you are entitled to payment of those costs relating to the completed portion of the Work. No payment will be made for Work not actually performed. Deductions will be made by the City for any amounts previously paid to you and for any amounts that may be due the City, or that the City may offset or withhold by the terms of this Contract. Thus, the City will pay you, subject to the limitations set forth in this Contract, the sum of the following costs: a. That portion of the Contract Price related to the Work you completed immediately before notice of termination less the payments for progress or changes previously made; and b. Expenses incurred for which you are liable as the result of your termination of respective Work orders, purchase orders or subcontracts related to the notice of termination. The total amount of all payments to you must not, in any event, exceed the proportion that the Work actually performed (including materials delivered to the Project site minus credits for returned goods or canceled orders) at the date of termination bears to the entire Work to be performed under this Contract. Any City Funded Exhibit 5 cont. XX. Events of Default and Termination 91 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) payment to you under this subsection will be made in accordance with the provisions of Article XIII, "Payments." 3. After receipt of a notice of termination under this'Section XX.F, "Early Terminations," you must submit to the Commissioner your final invoice in the form required, with supporting documentation. The Commissioner may require certified payrolls, receipts and other proof of expenditures.. The final invoice must be submitted promptly, but in no event more than 60 days after the effective date of termination. Failure to submit the final invoice within 60 days after the effective date of termination constitutes a waiver of the final invoice. G. Non-Appropriation If no funds or insufficient funds are appropriated and budgeted in any fiscal period of the City for payments to be made under this Contract, then the City will notify you of that occurrence and this Contract will terminate on the earlier of the last day of the fiscal period for which sufficient appropriation was made or whenever the funds appropriated for payment under this Contract are exhausted. No payments will be made to you under this Contract beyond those amounts appropriated and budgeted by the City to fund payments under it. XXI. COMPLIANCE WITH ALL LAWS A. Contractor Must Comply with All Laws Contractor must observe and comply with all Applicable Laws, in effect now or later and whether or not they appear in the Agreement, including those specifically referenced herein or in any of the Contract Documents. Contractor must pay all taxes and obtain all licenses, certificates and other authorizations required in connection with the performance of its obligations hereunder, and Contractor must require all subcontractors to do so. Contractor is fully responsible for ascertaining and complying with all agency and code requirements applicable to the Work. By entering into this Contract with the City, Contractor certifies to the best of its knowledge and belief that it, its principals and any subcontractors used in the performance of this contract, meet City requirements and have not violated any City or sister agency policy, codes, state, federal, or local laws, rules or regulations and have not been subject to any debarment, suspension or other disciplinary action by any government agency. Additionally, if at any time the contractor becomes aware of such information, it must immediately disclose it to the City. B. Civil Rights Act of 1964, Title VI, Compliance With Nondiscrimination Requirements During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Federal Nondiscrimination Requirements The contractor will comply with federal nondiscrimination laws, regulations, and authorities, as they may be amended from time to time (Acts and Regulations), which include: City Funded Exhibit 5 cont. XX. Events of Default and Termination 92 Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits (discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 - 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non­ discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination under Title VI includes discrimination because of limited English proficiency (LEP). (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, prohibits discrimination because of sex in education programs or activities (20' U.S.C. 1681 et seq); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) • Airport an(j Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amencJed, (prohibits discrimination based on race, religion, color, national origin, or sex in any activity carried out with a grant from the FAA). 2. Non-discrimination The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21 (Nondiscrimination in Federally-Assisted Programs of the US Department of Transportation). 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or applicable federal agency (e.g. Federal Aviation Administration, Federal Highway Administration, Federal Transit Authority, Transportation Security Administration, Department of Housing and Urban Development, etc.) providing funding to the City department(s) on this contract to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the sponsor or the federal agency, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance In the event of a contractor's noncompliance with the Non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the relevant federal funding agency may determine to be appropriate, including, but not limited to; A.Withholding payments to the contractor under the contract until the contractor complies; and/or B.Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) The contractor will include the provisions of above paragraphs 1, "Compliance With Regulations" through 6 "Incorporation of Provisions" in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or the applicable federal agency may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 7. Other Non-Discrimination Requirements a. Illinois Human Rights Act Contractor must comply with the Illinois Human Rights Act, 775ILCS 5/1-1 01 et seq., as amended and any rules and regulations promulgated in accordance therewith, including, but not limited to the Equal Employment Opportunity Clause, 445 III. Admin. Code 750 Appendix A. Contractor must comply with the Public Works Employment Discrimination Act, 775 ILCS 10/0.01 et seq., as amended; and all other applicable state laws, rules, regulations and executive orders. b. Chicago Human Rights Ordinance MCC Ch. 2-160 Contractor must comply with the Chicago Human Rights Ordinance, MCC Ch. 2-160, Sect. 2-160-010 et seq., as amended; and all other applicable municipal code provisions, rules, regulations and executive orders. Contractor must furnish or shall cause each of its Subcontractors to furnish such reports and information as requested by the Chicago Commission on Human Relations. c. State of Illinois Equal Employment Opportunity Clause • In the event of the Contractor's non-compliance with the provisions of this Equal Employment Opportunity Clause or the Illinois Human Rights Act, the Contractor may be declared ineligible for future contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and the contract may be cancelled or voided in whole or in part, and other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. During the performance of this contract, the Contractor agrees as follows: A) That Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, marital status, order of protection status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, military status or an unfavorable discharge from military service; and, further, that he or she will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any underutilization. City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) B) That, if Contractor hires adiditiona! employees in orcter to perform this contract or any portion of this contract, Contractor will determine the availability (in accordance with 44 III. Admin. Code Part 750) of minorities and women in the areas from which Contractor may reasonably recruit and Contractor will hire for each job classification for which employees are hired in a way that minorities and women are not underutilized. C) That, in all solicitations or advertisements for employees placed Contractor or on Contractor's behalf. Contractor will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, order of protection status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated to ability, military status or an unfavorable discharge from military service. D) That Contractor will send to each labor organization or representative of workers with which Contractor has or is bound by a collective bargaining or other agreement or understanding, a notice advising the labor organization or representative of the Contractor's obligations under the Illinois Human Rights Act and 44 III. Admin. Code Part 750. If any labor organization or representative fails or refuses to cooperate with the Contractor in Contractor's efforts to comply with the Act and this Part, the Contractor will promptly notify the Illinois Department of Human Rights and the City and will recruit employees from other sources when necessary to fulfill its obligations under the contract. E) That Contractor will submit reports as required by 44 III. Admin. Code Part 750, furnish all relevant information as may from time to time be requested by the Illinois Department of Human Rights or the City, and in all respects comply with the Illinois Human Rights Act and 44 III. Admin. Code Part 750. F) That Contractor will permit access to all relevant books, records, accounts and work sites by personnel of the City and the Illinois Department of Human Rights for purposes of investigation to ascertain compliance with the Illinois Human Rights Act and the Illinois Department of Human Rights's Rules and Regulations. G) That Contractor will include verbatim or by reference the provisions of this clause in every subcontract awarded under which any portion of the contract obligations are undertaken or assumed, so that the provisions will be binding upon the subcontractor. In the same manner as with other provisions of this contract, the Contractor will be liable for compliance with applicable provisions of this clause by subcontractors; and further it will promptly notify the City and the Illinois Department of Human Rights in the event any subcontractor fails or refuses to comply with the provisions. In addition, the Contractor will not utilize any subcontractor declared by the Illinois Human Rights Commission to be ineligible for contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations. C. Business Relationships with Elected OlTicials City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) Pursuant to MCC Sect. 2-156-030(b), it is illegal for any elected official, or any person acting at the direction of such official, to contact either orally or in writing any other City official or employee with respect to any matter involving any person with whom the elected official has any business relationship that creates a financial interest on the part of the official, or the domestic partner or spouse of the official, or from whom or which he has derived any income or compensation during the preceding twelve months or from whom or which he reasonably expects to derive any income or compensation in the following twelve months. In addition, no elected official may participate in any discussion in any City Council committee hearing or in any City Council meeting or vote on any matter involving the person with whom the elected official has any business relationship that creates a financial interest on the part of the official, or the domestic partner or spouse of the official, or from whom or which he has derived any income or compensation during the preceding twelve months or from whom or which he reasonably expects to derive any income or compensation in the following twelve months. Violation of MCC Sect. 2-156-030 by any elected official with respect to this contract will be grounds for termination of this contract. The term financial interest is defined as set forth in MCC Chapter 2-156. D. Chicago Inspector and Legislative Inspector General As required by § 2-56 of the Municipal Code, it is the duty of every Contractor, all subcontractors, every applicant for certification of eligibility for a City contract or program, and all officers, directors, agents, partners and employees of any bidder. Contractor, subcontractor or such applicant to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Municipal Code. Contractor must abide by all provisions of Chapter 2-56 of the Municipal Code. All subcontracts must inform subcontractors of the provision and require understanding and compliance. E. Governmental Ethics Ordinance As required by § 2-156-120 of the Municipal Code, no payment, gratuity or offer of employment shall be made in connection with any city contract, by or on behalf of a subcontractor to the prime contractor or higher-tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. F. False Statements False statements made in connection with this Agreement, including statements in, omissions from and failures to timely update the EDS, as well as in any other affidavits, statements or contract documents constitute a material breach of the Agreement (each a "Disclosure Misrepresentation"). Any such Disclosure Misrepresentation renders the Agreement voidable at the option of the City, notwithstanding any prior review or acceptance by the City of any materials containing a Disclosure Misrepresentation. In addition, the City may debar Contractor, assert any contract claims or seek other civil or criminal remedies as a result of a Disclosure Misrepresentation (including costs of replacing a terminated Contractor pursuant to Chicago Municipal Ordinance 1-21-010. G. Americans with Disabilities Act Contractor must perform all construction or alteration that Contractor undertakes in connection with this Contract in compliance with all federal, state and local laws and City Funded XXI. Compliance with All Laws Exhibit 5 cent. Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) regulations regarding accessibility standards for disabled or environmentally limited persons including: Americans with Disabilities Act, P.L. 101-336 (1990) and the Uniform Federal Accessibility Standards ("UPAS") or the American with Disabilities Act ("ADA") and; the Illinois Environmental Barriers Act, 410 ILCS 25/1 et seq. (1991), and the regulations promulgated with them. If the above cited standards are inconsistent. Contractor must comply with the standard providing greater accessibility. H. MacBride Principles Ordinance If the Contractor conducts any business operations in Northern Ireland, it is hereby required that the contractor shall make all reasonable and good faith efforts to conduct any business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 65-1390 (1988 III. Law 3220). I. Prohibition on Certain Contributions - Mayoral Executive Order No. 2011-4 During the Term of this Agreement, or during any period when an extension of this Agreement is being sought or negotiated, neither the Contractor nor any party with a beneficial interest or ownership interest in the Contractor of more than" 7.5%, nor any subcontractor of the Contractor or any owner of a subcontractor with more than 7.5% interest in the subcontractor, nor any person with a familial or domestic relationship, including domestic partners, with any of the above may make themselves, may coerce or compel any employee to make or reimburse any employee for any amount, or otherwise participate in the solicitation of amounts contributed to the Mayor or to the Mayor's political fundraising committee. Contractor's violation of Mayoral Executive Order No. 2011-4 constitutes an Event of Default for which no opportunity to cure will be granted. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Agreement, under Other Contract, at law and in equity. J. Licensing of General Contractors Important: The failure to comply with the provisions of Chapter 4-36 of the Municipal Code ("Chapter 4-36") may result in ineligibility to bid, inability to perform (or continue) to work, imposition of substantial fines, and/or in the City's revoking the Bidder's "general contractor" license. Information about Chapter 4-36 and application forms are available on the City's website, www.citvofchicago.org. As stated elsewhere in the specification, the City reserves the right to reject any or all bids. Contractor must be in compliance with the requirements of Chapter 4-36, in the appropriate license class commensurate with the size of this project, if the license is required for the scope of work, at the time the contract is awarded a contract, throughout the term of the contract. Contractor's failure to be licensed as a, "general contractor" at all times throughout the term of the contract, if the license is required for the scope of work, is an event of default under the Agreement and the City may exercise any and all rights and remedies permitted under the contract, at law, or in equity. City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) K. Buy America Contractor must ensure that, to the extent applicable, Work providecd under this Contract complies with any Buy America provisions of the federal government and/or any similar provisions of the State or City. L. Steel Products Unless otherwise provided in the Steel Products Procurement Act, 30 ILCS 565/1 et seq., steel products used or supplied in the performance of this contract or any subcontract to this contract must be manufactured or produced in the United States. Knowing violation of this law may result in the filing and prosecution of a complaint by the Attorney General of the State of Illinois and will subject violators to a fine of the greater of $5,000 or the payment price received as a result of such violation. M. Wastes As required by § 11-4-1600(e) of the Municipal Code, violation of §§ 7-28-390 Dumping on public way; 7-28-440 Dumping on real estate without permit; 11-4-1410 Disposal in waters prohibited; 11-4-1420 Ballast tank, bilge tank or other discharge; 11-4-1450 Gas manufacturing residue; 11-4-1500 Treatment and disposal of solid or liquid waste; 11-41530 Compliance with rules and regulations required; 11-4-1550 Operational requirements; and 11-4-1560 Screening requirements by the Contractor or any subcontractor during the term of the Agreement, whether or not in the performance of the Agreement, constitutes an event of default. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of the Agreement, and may further affect Contractor's eligibility for future contract awards. The opportunity to cure, if curable, will be granted only at the sole discretion of the Commissioner. Such breach and default entitles the City to all remedies under the Contract, at law or in equity. N. Duty to Report Corrupt Activity Pursuant to MCC 2-156-018, it is the duty of the Contractor to report to the Inspector General, directly and without undue delay, any and all information concerning conduct which it knows to involve corrupt activity. "Corrupt activity" means any conduct set forth in Subparagraph (a)(1), (2) or (3) of Section 1-23-020 of the MCC. Knowing failure to make such a report will be an event of default under this Contract. Reports may be made to the Inspector General's toll free hotline, 866-IG-TIPLINE (866-448-4754). O. Equal Pay The Contractor will comply with all applicable provisions of the Equal Pay Act of 1963, 29 U.S.C. 206(d) and the Illinois Equal Pay Act of 2003, 820 ILCS 112/1, et seq., as amended, and all applicable related rules and regulations including but not limited to those set forth in 29 CFR Part 1620 and 56 III. Adm. Code Part 320. P. 2014 Hiring Plan Prohibitions City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) 1. The City is subject to the June 16, 2014 "City of Chicago Hiring Plan" (the "2014 City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors. 2. Contractor is aware that City policy prohibits City employees from directing any individual to apply for a position with Contractor, either as an employee or as a subcontractor, and from directing Contractor to hire an individual as an employee or as a Subcontractor. Accordingly, Contractor must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Contractor under this Contract are employees or Subcontractors of Contractor, not employees of the City of Chicago. This Contract is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by Contractor. 3. Contractor will not condition, base, or knowingly prejudice or affect any term or aspect of the employment of any personnel provided under this Contract, or offer employment to any individual to provide services under this Contract, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Contract, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office. 4. In the event of any communication to Contractor by a City employee or City official in violation of paragraph 2 above, or advocating a violation of paragraph 3 above. Contractor will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General, and also to the head of the relevant City Department utilizing services provided under this Contract. Contractor will also cooperate with any inquiries by OIG Hiring Oversight. Q. Contractor's liability - Safety barriers and lights Whenever any work or improvement shall require the digging up, use, or occupancy of any public way or other public place in the city, substantial covenants requiring such Contractor to put up and maintain such barriers and lights during the night time as will effectually prevent the happening of any accident for which the City might be liable in consequence of such digging up, use, or occupancy of any public way or other public place, shall be inserted in the contract and also such other covenants and conditions as experience may prove necessary to save the City harmless from damages. The Commissioner shall also provide in such contract that the party contracting with the City shall be liable for all damages City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) occasioned by the digging up, use, or occupancy of such public way or other public place, or which may result therefrom. R. Electronic Mail Communication Electronic mail communication between Contractor and City employees must relate only to business matters between Contractor and the City. S. Disclosure of Ownership Interest in Entities (Electronic Disclosure Statement) The Contractor understands and will abide by the terms of Section 2-154-020 of the Municipal Code of Chicago regarding disclosure of ownership interest in entities. T. EDS Update Obligation Contractor is required to notify the City and update the EDS whenever there is a change in circumstances that makes any certification or information provided in an EDS inaccurate, obsolete or misleading. Failure to notify the City and update the EDS is grounds for declaring the Contractor in default, termination of the Contract for default, and declaring that the Contractor is ineligible for future contracts. U. Wheel Tax (City Sticker) Contractor must pay all Wheel Tax required by Chapter 3-56 of the MCC, as amended from time to time. Contractor should take particular notice of MCC 3-56-020 and MCC 3-56-125 which relate to payment of the tax for vehicles that are used on City streets or on City property by City residents. For the purposes of Chapter 3-56, any business that owns, leases or otherwise controls a place of business within the City wherein motor vehicles or semi-trailers are stored, repaired, serviced, or loaded or unloaded in connection with the business is also considered to be a City resident. V. Safety Enhancing Vehicle Equipment Contracting (MCC 2-92-597) 1. Definitions For purposes of this section, the following definitions shall apply: "Commissioner of 2FM" means the City's Commissioner of Fleet and Facility Management. "Conventional cab" means a large vehicle configuration in which the driver is behind the front axle and the engine is in front of the axle under a discrete hood. "Convex mirrors" means wide-angle mirrors that enable the operator of a large vehicle to see along the left and right sides of the vehicle by allowing a view of all points on an imaginary horizontal line which is: (i) three feet above the road; and (ii) one foot outside the plane defined by the outer face of the wheels. "Crossover mirror" means a fender-mounted or hood-mounted mirror that enables the operator of a large vehicle with a conventional cab to see: (i) any person or object at City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) least three feet tall passing one foot in front of the vehicle; ancJ (ii) the area from the front bumper to where direct vision is possible. "Large vehicle" means any motor vehicle with a gross vehicle weight rating exceeding 10,000 pounds, except an ambulance, fire apparatus, low-speed vehicle with maximum speed under 15 mph, or agricultural tractor. "Lateral protective device" or "vehicle side guard" means an apparatus installed between the front and rear wheels of a large vehicle that is designed to prevent road users from falling underneath the vehicle. "Subcontractor" means any person that enters into any tier subcontract to perform work on this Contract. "Voipe side guard standard" means the United States Department of Transportation's Voipe side guard standard published and referred to as US DOT Standard DOT-VNTSCOSTR-16-05, as amended; or a functionally equivalent national vehicle side guard standard, as determined by the Commissioner of 2FM. 2. Safety Enhancing Requirements Contractor and any Subcontractor must comply with MCC 2-92-597. Contractor and any Subcontractor must retrofit large vehicles used in the performance of the contract, in accordance with the Phase-In Period provided below, with: (A) Lateral protective devices. This requirement shall be considered satisfied if: (i) the vehicle is equipped with vehicle side guards in accordance with the requirements of the Voipe side guard standard; or (ii) the vehicle is so designed or equipped at the side that, by virtue of its shape and characteristics, its component parts can be regarded as replacing or functioning as vehicle side guards in accordance with the Voipe side guard standard; or (iii) the vehicle cannot be retrofitted with lateral protective devices as attested by the contractor or the subcontractor in a statement accompanied by certification from two manufacturers of such devices. (B) Left and right side convex mirrors; and (C) At least one crossover mirror on the passenger side. 3. Phase-In Period Except when a Contractor or a Subcontractor is granted a waiver pursuant to MCC 2-92597(g), the Safety Enhancing Requirements set forth above shall apply to: (A) one-fourth of a Contractor's or a Subcontractor's large vehicles used in the performance of the Contract on or after July 1, 2018 but before July 1, 2019; (8) one-half of a Contractor's or a Subcontractor's large vehicles used in the performance of the Contract on or after July 1, 2019 but before July 1, 2020; City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) (C) three-fourths of a Contractor's or a Subcontractor's large vehicles useid in the performance of the Contract on or after July 1, 2020 but before July 1, 2021; (D) all of a Contractor's or a Subcontractor's large vehicles used in the performance of the Contract on or after July 1, 2021. 4. Compliance Contractor shall submit a written compliance plan to the Commissioner of 2FM with respect to compliance with MCC 2-92-597 within 14 days following the notice to proceed or the placing of the first order under the contract, as applicable. Every twelve-month period following the notice to proceed or the placing of the first order under the contract, as applicable, or when requested by the Commissioner of 2FM, the contractor must submit to the Commissioner of 2FM, in a form and manner provided by the CPO, a report that includes the following: (A) the number of large vehicles used in the performance of the Contract by the Contractor and any Subcontractor; (B) the number of large vehicles used in the performance of the Contract by the Contractor and any Subcontractor that are retrofitted with safety enhancing equipment as required as specified above and MCC 2-92597(b); (C) one or more photographs of each large vehicle used in the performance of the Contract by the Contractor and any Subcontractor that is retrofitted with required safety enhancing equipment as specified above and set forth in MCC 2-92-597(b). The photographs must show the large vehicle's license plate number with the safety enhancing equipment fitted on the vehicle; and (D) a certification that the Contractor and any Subcontractor in the contract have met the requirements MCC 2-92-597 and the terms of the contract specified pursuant to that section. 5. Time Extension and Annual Waiver Requests Upon a written request, accompanied by a compliance plan, of a Contractor or Subcontractor of a Contract entered on or before December 31, 2018, the CPO, in consultation with the Department, may grant a time extension of not more than six months for compliance with the requirements of MCC 2-92-597 with regard to the Contract. Contractor and any Subcontractors may apply to the CPO for an annual waiver from the requirements of MCC 2-92-597. See MCC 2-92-597(g). . 6. Costs All costs that the contractor or any subcontractor may incur to comply with contract requirements imposed pursuant to this section are incidental to the overall contract. No City Funded Exhibit 5 cont. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Kcviscd June 2017) additional time or monies shall be granted to the contractor for compliance with these requirements. 7. Enforcement The CPO or Commissioner is authorized to inspect or to have inspected any large vehicle used in the performance of this Contract in order to ensure compliance with Safety Enhancing Equipment requirements and MCC 2-92-597. In addition to other remedies provided by law or specified in the Contract, any person who knowingly makes a false statement of material fact to any city agency with respect to compliance with any contract requirements specified pursuant to MCC 2-92-597 or rules promulgated thereunder shall be fined not less than $1,000.00 nor more than $5,000.00 for each such false statement. For purposes of MCC 2-92-597, a person knowingly makes a false statement of material fact when such person makes a false statement of material fact as provided in subsection (d) of Section 1-21-010. W. Policy Prohibiting Sexual Harassment (Section 2-92-612 of the Chicago Municipal Code) This section applies if this Contract was advertised on or after June 30, 2018. For purposes of this section, the following definitions shall apply: "Contract" means any contract, purchase order, construction project, or other agreement (other than a delegate agency contract or lease of real property or collective bargaining agreement) awarded by the city and whose cost is to be paid from funds belonging to or administered by the city. "Contractor" means the person to whom a contract is awarded. "Sexual harassment" means any unwelcome sexual advances or requests for sexual favors or conduct of a sexual nature when (i) submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment; or (ii) submission to or rejection of such conduct by an individual is used as the basis for any employment decision affecting the individual; or (ill) such conduct has the purpose or effect of substantially interfering with an individual's work performance or creating an intimidating, hostile or offensive working environment. "Subcontractor" means any person that enters into a contract with a contractor to perform work on a contract. As a condition of contract award. Contractor shall, as prescribed by the Chief Procurement Officer, attest by affidavit that Contractor has a written policy prohibiting sexual harassment that shall include, at a minimum, the following information: (i) the illegality of sexual harassment; (ii) the definition of sexual harassment; and (iii) the legal City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) recourse available for victims of sexual harassment. Contractor's affi(davit is included in Book 2 in the form titled "Sexual Harassment Policy Affidavit". Contractor's failure to have a written policy prohibiting sexual harassment as provided above shall constitute an event of default. In the event of default, the Chief Procurement Officer shall notify Contractor of such noncompliance and may, as appropriate: (i) issue Contractor an opportunity to cure consistent with the default provisions in this Agreement; (ii) terminate the contract; or (iii) take any other action consistent with the default provisions in the contract. This section shall not be construed to prohibit the City from prosecuting any person who knowingly makes a false statement of material fact to the city pursuant to Chapter 1-21 of this Code, or from availing itself of any other remedies under contract or law. X. Policy on Non-Disclosure of Salary History (Section 2-92-385 of the Chicago Municipal Code) For purposes of this section, the following definitions shall apply: "Contract" means any Agreement or transaction pursuant to which a contractor (i) receives City funds in consideration for services, work or goods provided or rendered, including contracts for legal or other professional services, or (ii) pays the City money in consideration for a license, grant or concession allowing it to conduct a business on City premises, and includes any contracts not awarded or processed by the Department of Procurement Services. "Contractor" means the person to whom a contract is awarded. As a condition of contract award. Contractor shall, as prescribed by the Chief Procurement Officer, attest by affidavit that Contractor has a policy that conforms to the following requirements: (1) Contractor shall not screen job applicants based on their wage or salary history, including by requiring that an applicant's prior wages, including benefits or other compensation, satisfy > minimum or maximum criteria; or by requesting or requiring an applicant to disclose prior wages or salary, either (i) as a condition of being interviewed, (ii) as a condition of continuing to be considered for an offer of employment, (iii) as a condition of an offer of employment or an offer of compensation, or (iv) as a condition of employment (2) Contractor shall not seek an applicant's wage or salary history, including benefits or other compensation, from any current or former employer. City Funded Exhibit 5 cent. XXI. Compliance with All Laws Department of Fleet and Facility Management Terms and Conditions for Construction Contract - Book 1 (Revised June 2017) Contractor's affi(davit is includeid in Appencdix C to Contractor's Economic Disclosure Statement. If Contractor violates the above requirements, Contractor may be deemed ineligible to contract \with the City; any contract, extension, or renewal thereof awarded in violation of the above requirements may be voidable at the option of the City. Provided, however, that upon a finding of a violation by Contractor, no contract shall be voided, terminated, or revoked without consideration by the Chief Procurement Officer of such action's impact on the Contractor's MBE or WBE subcontractors. Y. Deemed Inclusion Provisions required by Applicable Law to be inserted in the Agreement are deemed inserted in the Agreement whether or not they appear in the Agreement or, upon application by either party, the Agreement will be amended to make the insertion; however, in no event will the failure to insert the provisions before or after the Agreement is signed prevent its enforcement. XXII. MISCELLANEOUS A. Counterparts This Contract is comprised of several identical counterparts, each to be fully executed by the parties and each to be deemed an original having identical legal effect. B. Modifications No changes, modifications, cancellation, or discharge of this Contract, or any part of it, is valid unless in writing and signed by the parties to it, or their respective successors and assigns. C. No Waiver of Legal Rights 1. The City will not be precluded or estopped from showing the true amount and character of the Work performed and materials furnished by you, or from showing that any measurement, estimate, or certificate is untrue or incorrectly made, or that the Work or materials do not conform in fact to the Contract. The City will not be precluded or estopped from recovering from you and your sureties such damages as the City may sustain by reason of your failure to comply with the terms of the Contract. 2. Neither the acceptance by the City, or any representative of the City, nor any payment for or acceptance of the whole or any part of the Work, nor any extension of time, nor any possession taken by the City, will operate as a waiver by the City of any portion of the Contract, or of any power reserved in it or any right of the City to damages provided in it A waiver of any breach of the Contract does not constitute a waiver of any other or subsequent breach. City Funded Exhibit 5 cent. XXI. Compliance with All Laws 3. Miscellaneous Provisions: Whenever under this Contract, the City by a proper authority waives your performance in any respect or waives a requirement or condition to either the City's or your performance, the waiver so granted, whether express or implied, only applies to the particular instance and is not deemed a waiver forever or for subsequent instance of the performance, requirement, or condition. No such waiver may be construed as a modification of this Contract regardless of the number of times the City may have waived the performance, requirement, or condition. D. Governing Law This Contract is governed in accordance with the laws of the State of Illinois without regard to choice of law principles. You irrevocably submit, and will cause your Subcontractors to submit, to the original jurisdiction of those State or Federal courts located within the County of Cook, State of Illinois, with regard to any controversy arising out of, relating to, or in any way concerning the execution or performance of this Contract. You consent to service of process on you, at the option of the City, either by registered or certified mail addressed to the applicable office as provided for in this Contract, by registered or certified mail addressed to the office actually maintained by you, or by personal delivery on any of your officers, directors, or managing or general agents. E. Consent to Service of Process and Jurisdiction All judicial proceedings brought against you with respect to this Contract may be brought in (i) any court of the State of Illinois of competent jurisdiction; and (ii) any Federal court of competent jurisdiction located within the boundaries of the Federal court district of the Northern District of Illinois, and by execution and delivery of this Contract, you accept, for yourself and in connection with your properties, generally and unconditionally, the exclusive jurisdiction of those courts, and irrevocably agree to be bound by any final judgment rendered by them from which no appeal has been taken or is available. You designate and appoint the representative identified on the signature page to this Contract under the heading "Designation of Agent for Service Process" as your agent in Chicago, Illinois to receive on your behalf service of all process in any such proceedings in the court (which representative must be available to receive the service at all times), the service being acknowledged by the representative to effective and binding service in every respect. The agent may be changed only upon the giving of written notice by you to the City of the name and address of a new Agent for Service of Process who works within the geographical boundaries of the City of Chicago and is retained or employed by you. You irrevocably waive any objection (including any objection of the laying of venue or based on the grounds of forum nan conveniens) which you may now or later have to bring any action or proceeding with respect to this Contract in the jurisdiction set forth above. Nothing in this section affects the right to serve process in any other manner permitted by law or limits the right of the City to bring proceedings against you in the courts of any other jurisdiction. F. Contractor Cooperation You must act in good faith in the performance of this Contract and co-operate with the City and any other City contractors at the site to assure timely completion of the Work. You must implement such measures as may be necessary to ensure that your staff and your Subcontractors are bound by the provisions of this Contract. G. Joint and Several Liability If you, or your successors or assigns, if any, are comprised of more than one individual or other legal entity (or a combination of them), then each and every obligation or undertaking stated in this Contract that you are to fulfill or perform is the joint and several obligation or undertaking of each such individual or other legal entity. H. No Third i'arty Beneliciarics Except as may otherwise be provided in this Contract, this Contract is solely for the benefit of the parties and nothing in this Contract is intended to create any third party beneficiary rights for Subcontractors or other third parties. City Funded Exhibit 5 cent. XXIII. Miscellaneous I. Notices Notices, unless expressly provided for otherwise in this Contract, must be in writing and must be delivered personally or by placing in the United States mail, first class and certified, return receipt requested, with postage prepaid and addressed as follows: 1. If to the City: Commissioner of Fleet and Facility Management, 2. With Copies to: The Chief Procurement Officer, City Hall, 121 North LaSalle, Room 403, Chicago, IL 60602; 3. If to you: The address identified in the DB Agreement; and 4. With Copies to: Your bonding company. Notices delivered by mail are deemed effective three days after mailing in accordance with this Section. Notices delivered personally are deemed effective upon receipt. Refusal to accept notice has the same effect as if notice were delivered. The addresses stated in this Contract may be revised without need for modification or amendment of this Contract, as long as written notification is given in accordance with this Section. J. Authority 1. Contractor: Your execution of this Contract is authorized and signature(s) of each person signing on your behalf has been made with complete and full authority to commit you to all terms and conditions of this Contract, including every representation, certification, and warranty contained in it, attached to it and collectively incorporated by reference in it, or that may be required by the terms and conditions of this Contract. If other than a sole proprietorship, you must provide satisfactory evidence that the execution of the Contract is authorized in accordance with the business entities rules and procedures. 2. Consents and Approvals: Unless otherwise expressly stated in this Contract, any consents and approvals to be given by the City are made by the Commissioner. K. Software License Agreements The City reserves the right to negotiate software license agreements directly with the software supplier City Funded Exhibit 5 cent. XXIII. Miscellaneous EXHIBIT 6 PROJECT SCHEDULE FOLLOWING Exhibit 6 Projccl liixhibit 6 Project Schedule EXHIBIT 7 GUARANTEED MAXIMUM PRICE FOLLOWING EXHIBIT 8 ANTICIPATED CONSTRUCTION DISBURSEMENT CASH FLOW EXHIBIT 9 KEY PERSONNEL ••• Yi: • Firm & Role Demise Casalino, RE AECOM, Managing Director Bill Abolt, LEED AP AECOM, Community Advisory Panel Lead Andrew Hellermann, LEED AP Stephen Knowles, AIA, NCAEB AECOM, Overall Project Manager AECOM, Project Design Prinicipal Frank Louis, LEED AP BD+C Steve Loomis, FAIA, LEED AP, NCARB AECOM, Design Manager Deborah Farmer Brown Farmer Media Group, Community Outreach Carol Adams Mishaune Sawyer Urban Prescriptives, Inc., Workforce Development Ernest R. Sawyer Enterprises, Diversity and Compliance Ruben Gil, AIA, LEEDAP Architrave, Design Scott Tao AECOM, Design George Geldis, RA AECOM, Project Architect/Regulatory Approvals Brian Super, AIA AECOM, Public Safety Architect/lnteriors/SME Paul Sefcovic, PE RM Chin & Associates, Civil Jorge Rueda, PE, CFM 2iM, Civil Engineer Tim VanWieren, PE, LEED AP Robert J. Smolinski, PE, LEED AP, NCEES AECOM, Mechanical/Plumbing AECOM, Public Safety Program/SME AECOM, Electrical 3 Ryan Bouma, RLA, LEED AP AECOM, Urban Planning/Landscape Michelle Inouye, RLA, LEED AP, BD+C AECOM, Urban Planning/Landscape Michael Huston, PE, LEED AP, CBCP, CEM AECON, LEED Consultant Daniel Kascak, PE AECOM, Fire Protection Victor Cardona, PE DB Sterlin, Survey Terry Hellmich, LEED GA Berglund Construction, Lead Cost Estimator Brad Dycus AECOM, Scheduling Nick Hugley AECOM, Technology Bob Rocco, PE AECOM, Risk Matt Hildreth, PG AECOM, Site Due Diligence Maria Peralta AECOM, Utility Coordinator Kelsie Stopak Tom Koob AECOM, Communications Specialist Berglund Construction, Construction Project Manager GMA Construction Group, Deputy Construction Manager Berglund Construction, Construction Site Superintendent Sylvester Blue The Bowa Group, Senior Superintendent Jim Morrison AECOM, Quality Manager Mark Gott AECOM, Safety Scott Giba Mejai Dyson EXHIBIT 10 INSURANCE REQUIREMENTS AND CERTIFICATE Department of Fleet and Facility Management Relocation of North Throop Operations Main Garage Light Duty Garage, Fuel Station A. INSURANCE REQUIRED - DEVELOPER Developer must provide and maintain at Developer's own expense or cause to be maintained, until Contract completion and during the time period following completion if Developer is required to return and perform any additional work, services, or operations, the insurance coverages and requirements specified below, insuring all operations related to the Contract. 1) Workers Compensation and Emplovers Liabilitv Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a service under this Contract and Employers Liability coverage with limits of not less than $500.000 each accident, $500.000 disease-policy limit, and $500.000 disease-each employee, or the full per occurrence limits of the policy, whichever is greater. Developer may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies. 2) Commercial General Liabilitv (Primary and Umbrella) Commercial General Liability Insurance or equivalent must be maintained with limits of not less than $1.000.000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and property damage liability. Coverages must include but not be limited to the following: All premises and operations, products/completed operations, separation of insureds, defense, and contractual liability (noi to include Endorsement CG 21 39 or equivalent), and means, methods, techniques, sequences and procedures. The City must be provided additional insured status with respect to liability arising out of Developer's work, services or operations performed on behalf of the City. The City's additional insured status must apply to liability and defense of suits arising out of Developer's acts or omissions, whether such liability is attributable to the Developer or to the City on an additional insured endorsement form acceptable to the City. The full policy limits and scope of protection also will apply to the City as an additional insured, even if they exceed the City 's minimum limits required herein. Developer's liability insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City. { llxhibit 10 lii.suiance Keqiiirenients iind R.xpci ionce Developer may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies. 3) Automobile Liabilitv (Primary and Umbrella Developer must maintain Automobile Liability Insurance with limits of not less than $1.000.000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury and property damage. Coverage must include but not be limited to, the following: ownership, maintenance, or use of any auto whether owned, leased, non-owned or hired used in the performance of the work or devices, both on and off the Project site including loading and unloading. The City is to be named as an additional insured on a primary, non-contributory basis. 4) Excess/Umbrella Excess/Umbrella Liability Insurance must be maintained with limits of not less than $4.000.000 per occurrence, or the full per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. If a general aggregate limit applies the general aggregate must apply per projeet/location. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City. Developer may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in sections A.l, A.2, A.3 and A.4 herein. 5) Professional Liabilitv When Developer performs work including professional services and/or operations in connection with this Contract, Professional Liability Insurance covering acts, errors, or omissions must be maintained with limits of not less than $5.000.000. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede start of work by the Developer. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. 6) Valuable Papers When any, plans, designs, drawings, specifications, media, data, reports, records, and other documents are produced or used under this Contract. Valuable Papers Insurance must be maintained in an amount to insure against any loss whatsoever, and must have limits sufllcient to pay for the re-creation and reconstruction of such records. B. INSURANCE TO BE PROVIDED-DESIGN ARCHITECT IZ.Nhibii 10 Insurance Requirements nnd Experience 1) Workers Compensation and Employers Liability (Primary and Umbrella) Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a service under this Agreement and Employers Liability coverage with limits of not less than $500,000 each accident; $500,000 disease-policy limit; and $500,000 disease each employee, or the full per occurrence limits of the policy, whichever is greater. Coverage shall include but not be limited to: other states endorsement, alternate employer and voluntary compensation endorsement; when applicable. Design Architect may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies. 2) Commercial General Liability (Primary and Umbrella) Commercial General Liability Insurance or equivalent must be maintained with limits of not less than $1,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and property damage liability. Coverages must include but not be limited to the following: All premises and operations, products/completed operations, separation of insureds, defense, and contractual liability (not to include Endorsement CG 21 39 or equivalent), and means, methods, techniques, sequences and procedures. The City and other entities as required by City must be provided additional insured status with respect to liability arising out of Design Architect's work, services or operations performed on behalf of the City. The City's additional insured status must apply to liability and defense of suits arising out of Design Architect's acts or omissions, whether sueh liability is attributable to the Design Architect or to the City on an additional insured endorsement form acceptable to the City. The full policy limits and scope of protection also will apply to the City as an additional insured, even if they exceed the City's minimum limits required herein. Design Architect's liability insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City. Design Architect may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein, 'fhe excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies. lAhibit 10 Insurance Rec]uii"emeni,s und Experience 3) Automobile Liability (Primary and Umbrella) Design Architect must maintain Automobile Liability Insurance with limits of not less than $1.000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury and property damage. Coverage must include but not be limited to, the following: ownership, maintenance, or use of any auto whether owned, leased, non-owned or hired used in the performance of the work or devices, both on and off the Project site including loading and unloading. The City is to be named as an additional insured on a primary, non-contributory basis. Design Architect may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies. 4) Excess/Umbrella Excess/Umbrella Liability Insurance must be maintained with limits of not less than $4,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City. Design Architect may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in sections A.l, A.2, A.3 and A.4 herein. 5) Professional Liability Design Architect performing work including professional services and/or operations in connection with this Contract, Professional Liability Insurance covering acts, errors, or omissions must be maintained with limits of not less than $10,000,000 Coverage must include but not be limited to pollution liability if environmental site assessments will be done. The policy retroactive date must precede start of Design related to this Contract. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede start of Design work. A claims-made policy which is not renewed or replaced must'have an extended reporting period of Three (3) years. 6) Valuable Papers When any plans, designs, drawings, specifications, media, data, and other documents are produced or lused under this Contract, Valuable Papers Insurance must be maintained in an amount to insure against any loss whatsoever, and must have limits sufHcient to pay for the recreation and reconstruction of such records C. INSURANCE TO BE PROVIDED - CONSTRUCTION Exhibit 11 Bonding Rcc iiiremcnts and Eoniis 1) Workers Compensation and Employers Liability (Primary and Umbrella) Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a work, services or operations under this Contract and Employers Liability coverage with limits of not less than $EOOO,OQO each accident, $1.000,000 disease-policy limit, and $1.000.000 disease-each employee, or the full per occurrence limits of the policy, whichever is greater. Coverage shall include but not be limited to: other states endorsement, alternate employer and voluntary compensation endorsement; when applicable. Contractor may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies. 2) Commercial General Liability (Primary and Umbrella) Commercial General Liability Insurance or equivalent must be maintained with limits of not less than $5.000.000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and property damage liability. Coverages must include but not be limited to, the following: All premises and operations, products/completed operations, (for the full statue of repose following project completion) explosion, collapse, underground, separation of insureds, defense, contractual liability (not to include endorsement CG 21 39 or equivalent), no exclusion for damage to work performed by Subcontractors, any limitation of coverage for designated premises or project is not permitted (not to include endorsement CG 21 44 or equivalent) and any endorsement modifying or deleting the exception to the Employer's Liability exclusion is not permitted. If a general aggregate limit applies, the general aggregate must apply per project/location and once per policy period if applicable, or Contractor may obtain separate insurance to provide the required limits which will not be subjeet to depletion because of claims arising out of any other work or activity of Contractor. If a general aggregate applies to products/completed operations, the general aggregate limits must apply per project and once per poliey period. The City must be provided additional insured status with respect to liability arising out of Contractor's work, services or operations and completed operations performed on behalf of the City. Such additional insured coverage must be provided on ISO form CG 2010 10 01 and CG 2037 10 01 or on an endorsement form at least as broad for ongoing operations and completed operations. The City's additional insured status must apply to liability and defense of suits arising out of Contractor's acts or omissions, whether such liability is attributable to the Contactor or to the City. The lull policy limits and scope of protection also will apply to the City as an additional insured, even if they exceed the City's minimum limits required herein. Contractor's liability insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City. Kxhiliit I I Bonding Requiienients and l-'orms Contractor may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies. 3) Automobile Liability (Primary and Umbrella Contractor must maintain Automobile Liability Insurance with limits of not less than $5.000.000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury and property damage. Coverage must include but not be limited to, the following: ownership, maintenance, or use of any auto whether owned, leased, non-owned or hired used in the performance of the work or devices, both on and off the Project site including loading and unloading. The City is to be named as an additional insured on a primary, non-contributory basis. When applicable, coverage extension must include a) an MCS-90 endorsement where required by the Motor Carrier Act of 1980 and b) pollution coverage for loading, unloading and transportation of infectious waste, chemical waste, hazardous, radioactive and special waste. 4) Excess/Umbrella Excess/Umbrella Liability Insurance must be maintained with limits of not less than $45,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. If a general aggregate limit applies the general aggregate must apply per project/location. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City. Contractor may use a combination of primary and excess/umbrclla policies to satisfy the limits of liability required in sections A.l, A.2, A.3 and A.4 herein. 5) Builders Risk When Contractor undertakes any con,struction, including improvements, betterments, and/or repairs, the Contractor must provide All Risk Builders Risk Insurance at replacement cost for materials, supplies, equipment, machinery and fixtures that are or will be part of the permanent facility/project. Coverages mu,st include but are not limited to, the following: damage to adjoining and existing property, material stored off-site and in-transit, equipment breakdown, earth movement, flood, water including overllow, leakage, sewer backup or seepage, collap,se, right to partial occupancy, debris removal, damage resulting from faulty workmanship or materials, landscaping, mechanicalelectrical breakdown or failure, testing, ordinance or law for increase cost of construction, delayed completion and loss of income/soft costs, loss of use of property. llxhitiil 11 Bonding Roqiiirenients and Forin.s and extra expense and other consequential loss. The City of Chicago is to be named as an additional insured and loss payee. The Contractor is responsible for all loss or damage to personal property (including materials, equipment, tools and supplies) owned, rented or used by Contractor. 6) Owner's and Contractor's Protective Liability With respect to the operations performed by Contractor, an Owner's and Contractor's Protective Liability policy designating the City of Chicago as named insured must be provided with limits of not less than $2,000,000 per occurrence, combined single limit, for losses arising out of bodily injuries to or death of all persons and for damage to or destruction of property. 7) Contractors Pollution Liabilitv When any work or services performed involves a potential pollution risk that may arise from the operations of Contractor's scope of services Contractors Pollution Liability must be provided or caused to be provided, covering bodily injury, property damage and other losses caused by pollution conditions with limits of not less than $2,000.000 per occurrence. Coverage must include but not be limited to completed operations, contractual liability, defense, excavation, environmental cleanup, remediation and disposal and if applicable, include transportation and non-owned disposal coverage. When policies are renewed or replaced, the policy retroactive date must coincide with or precede, start of work on the Contract. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City is to be named as an additional insured. 8) Professional Liabilitv When Contractors, architects, engineers or other professional consultants perlbrm work, services, or operations in connection with this Contract, Professional Liability Insurance covering acts, errors, or omissions must be maintained with limits of not less than $2.000,000. Coverage must include but not be limited to, pollution liability if environment site assessments will be done. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on the Contract. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. D. ADDITIONAL REQUIREMENTS Evidence of Insurance. Developer, Architect and Contractor must furnish the City, Department of Fleet and Facility Management, attn.; Commissioner's Office, Room 300, 30 North LaSalle Street. Chicago, If. 60602, original certificates of insurance and additional insured endorsement, or other evidence of insurance, to be in force on the date of this Contract, and renewal certificates of Insurance and endorsement, or such similar evidence, if the coverages have an llxhihii 11 Bonclini; l So h- , a Notary Public in and for tlie County and Slate aforesaid, DO HEREBY CERTIFY tliat who personally known to me to be tlie same per.sons whose name insUument, appeared before me tliis day in person and acknowledged lliat_ said instrument of writing as _subscribed in the foregoing . he . signed, sealed and delivered the free and voluntary acr, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal ifiis_ . day of _ -20_ RIDER TO CONTRACTOR'S PERFORMANCE AND PAYMENT BOND This Rider supplements Contractor's Performance and Payment Bond ("Bond") on that certain contract with the City of Chicago ("City") bearing Contract No. and Specification No. ("Contract"). Surety acknowledges that the Contract requires Contractor to obtain from each of its subcontractors consent to a collateral assignment of their contracts with Contractor to the City. The Contract further grants the City the right, upon Contractor's default for failure to comply with Chapter 4-36 of the Municipal Code of the City, and at the City's sole option, to take over and complete the work to be performed by. Contractor tlirough the City's assumption of some or all of Contractor's subcontracts. If the City, in its sole discretion, exercises this right, then Surety waives any rights it may have to cure Contractor's default by performing the work itself or through others and remains bound by its other obligations under the Bond. Exhibit I I Bonding Requirements and Eorms EXHIBIT 12 SPECIAL CONDITIONS REGARDING MBE/WBE COMMITMENT AND SCHEDULES I. Policy and Terms As set forth in 2-92-650 et secj. of the Municipal Code of Chicago (MCC) it is the policy of the City of Chicago that businesses certified as Minority Owned Business Enterprises (MBEs) and Women Owned Business Enterprises (WBEs) in accordance with Section 292-420 et secj. of the MCC and Regulations Governing Certification of Minority and Women-owned Businesses, and all other Regulations promulgated under the aforementioned sections of the Municipal Code, as well as MBEs and WBEs certified by Cook County, Illinois, shall have full and fair opportunities to participate fully in the performance of this contract. Therefore, bidders shall not discriminate against any person or business on the basis of race, color, national origin, or sex, and shall take affirmative actions to ensure that MBEs and WBEs shall have full and fair opportunities to compete for and perform subcontracts for supplies or services. Failure to carry out the commitments and policies set forth herein shall constitute a material breach of the contract and may result in the termination of the contract or such remedy as the City of Chicago deems appropriate. Under the City's MBE/WBE Construction Program as set forth in MCC 2-92-650 et seq, the program-wide aspirational goals are 26% Minority Owned Business Enterprise participation and 6% Women Owned Business Enterprise participation. The City has set goals of 26% and 6% on all contracts in line with its overall aspirational goals, unless otherwise specified herein, and is requiring that bidders make a good faith effort in meeting or exceeding these goals. Pursuant to MCC 2-92-535, the prime contractor may apply be awarded an additional 0.5 percent credit, up to a maximum of a total of 5 percent additional credit, for every 1 percent ol'the value of a contract self-performed by MBEs or WBEs, or combination thereol", that hcive entered into a mentoring agreement with the contractor or subcontractor-to-subcontractor mentoring agreement. This up to 5% may be applied to the Contract Specific Goals, or it may be in addition to the Contract Specific Goals. As provided in Section 2-92-720(e), Diversity Credit Program credits awarded by the City's affirmative action advisory board may also be applied to the contract .specific goals. Exhibit 12 Special Conditions Regarding MBE/WBE Commitment and Schedule Contract Specific Goals and Bids A bid may be rejected as non-responsive if it fails to submit one or more of the following with its bid demonstrating its good faith efforts to meet the Contract Specific Goals by reaching out to MBEs and WBEs to perform work on the contract: A. An MBE/WBE compliance plan demonstrating how the bidder plans to meet the Contract Specific Goals (Schedule D); and/or B. Documentation of Good Faith Efforts (Schedule H). If a bidder's compliance plan falls short of the Contract Specific Goals, the bidder must include either a Schedule EI demonstrating that it has made Good Faith Efforts to find MBE and WBE firms to participate or a request for a reduction or waiver of the goals. Accordingly, the bidder or contractor commits to make good faith efforts to expend at least the following percentages of the total contract price (inclusive of any and all modifications and amendments), if awarded the contract: MBE Contract Specific Goal: 28% WBE Contract Specific Goal: 8% This Contract Specific Goal provision shall supersede any conflicting language or provisions that may be contained in this document. For purposes of evaluating the bidder's responsiveness, the MBE and WBE Contract Specific Goals shall be percentages of the bidder's total base bid. Flowcver, the MBE and WBE Contract Specific Goals shall apply to the total value of this contract, including all amendments and modifications. Contract Specific Goals and Contract Modifications 1. The MBE and WBE Contract Specific Goals established at the time of contract bid shall also apply to any modifications to the Contract after award. That is, any additional work and/or money added to the Contract must also adhere to these Special Conditions requiring Contractor to (sub)contract with MBEs and WBEs to meet the Contract Specific Goals. a. Contractor must assist the Construction Manager or user Department in preparing its "proposed contract modification" by evaluating the subject matter of the modification and determining whether there are opportunities for MBE or WBE participation and at what rates. b. Contractor must produce a statement listing the MBEs/WBEs that will be utilized on any contract modification, 'fhc statement must include the percentage of utilization of the llrms. If no MBE/WBE participation is available, an explanation of good faith efforts to obtain participation must be included. Exhihh 12 Special Conditions Regarding MI3E/VVB1Z Comniitnient and Schedule 2. The Chief Procurement Officer shall review each proposed contract modification and amendment that by itself or aggregated with previous modification/amendment requests, increases the contract value by ten percent (10%) of the initial award, or $50,000, whichever is less, for opportunities to increase the participation of MBEs or WBEs already involved in the Contract. II. Definitions "Area of Specialty" means the description of a MBE's or WBE's activity that has been determined by the Chief Procurement Officer to be most reflective of the firm's claimed specialty or expertise. Each MBE and WBE letter of certification contains a description of the firm's Area of Specialty. Credit toward the Contract Specific Goals shall be limited to the participation of firms perfomiing within their Area of Specialty. The Department of Procurement Services does not make any representation concerning the ability of any MBE or WBE to perform work within its Area of Specialty. It is the responsibility of the bidder or contractor to determine the capability and capacity of MBEs and WBEs to perform the work proposed. "B.E.P.D." means an entity certified as a Business enterprise owned or operated by people with disabilities as defined in MCC 2-92-586. "Broker" means a person or entity that fills orders by purchasing or receiving supplies from a third party supplier rather than out of its own existing inventory and provides no commercially useful function other than acting as a conduit between his or her supplier and his or her customer. "Chief Procurement Officer" or "CPO" means the chief procurement officer of the City of Chicago or his or her designee. "Commercially Useful Function" means responsibility for the execution of a distinct element of the work of the contract, which is carried out by actually performing, managing, and supervising the work involved, evidencing the responsibilities and risks of a business owner such as negotiating the terms of (sub)contracts, taking on a financial risk commensurate with the contract or its subcontract, responsibility for acquiring the appropriate lines of credit and/or loans, or fulfilling responsibilities as a joint venture partner as described in the joint venture agreement. "Construction Contract" means a contract, purchase order or agreement (other than lease of real property) for the construction, repair, or improvement of any building, bridge, roadway, sidewalk, alley, railroad or otber structure or infrastructure, awarded by any officer or agency of the City, other than the City Council, and whose cost is to be paid from City funds. IZxhibit 12 Special Conditions Regaidinij MB1'/Wi31:. Coniniitnient and Schedule "Contract Specific Goals" means the subcontracting goals for MBE and WBE participation established for a particular contract. "Contractor" means any person or business entity that has entered into a construction contract with the City, and includes all partners, affiliates and joint ventures of such person or entity. "Direct Participation" means the value of payments made to MBE or WBE firms for work that is done in their Area of Specialty directly related to the performance of the subject matter of the Construction Contract will count as Direct Participation toward the Contract Specific Goals. "Directory" means the Directory of Minority Business MBEs and WBEs maintained and published by the Chief Procurement Officer. The Directory identifies firms that have been certified as MBEs and WBEs, and includes the date of their last certifications and the areas of specialty in which they have been certified. Bidders and contractors are responsible for verifying the current certification status of all proposed MBEs and WBEs. "Good Faith Efforts" means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal that, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program's requirements. "Joint venture" means an association of a MBE or WBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which each joint venture partner contributes property, capital, efforts, skills and knowledge, and in which the MBE or WBE is responsible for a distinct, clearly defined portion of the work of the contract and whose share in the capital contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest. "Mentor-Protege Agreement" means an agreement between a prime and MBE or WBE subcontractor ("Mentoring Agreement"), or an agreement between a prime's subcontractor and MBE or WBE subcontractor ("Subcontractor-to-Subcontractor Mentoring Agreement"), pursuant to MCC 2-92-535, that is approved by the City of Chicago and complies with all requirements of MCC 2-92-535 and any rules and regulations promulgated by the Chief Procurement Officer. "Minority Business Enterprise" or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. "Supplier" or "Distributor" refers to a company that owns, operates, or maintains a store, warehouse or other establishment in which materials, supplies, articles or equipment are bought, kept in stock and regularly sold or leased to the public in the usual course of business. A regular distributor or supplier is a llrm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for E.xhibit 12 Special Conditions Regarding MBE/WBE Commitment and Schedule performance of the Contract are bought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular distributor the firm must engage in, as its principal business and in its own name, the purchase and sale of the products in question. A regular distributor in such bulk items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock if it owns or operates distribution equipment. "Women Business Enterprise" or "WBE" means a firm awarded certification as a women owned and controlled business in accordance with City Ordinances and Regulations as well as a firm .awarded certification as a women owned business by Cook County, Illinois. III. Joint Ventures The formation of joint ventures to provide MBEs and WBEs with capacity and experience at the prime contracting level, and thereby meet Contract Specific Goals (in whole or in part) is encouraged. A joint venture may consist of any combination of MBEs, WBEs, and non-certified firms as long as one member is an MBE or WBE. A. The joint venture may be eligible for credit towards the Contract Specific Goals only if: 1. The MBE or WBE joint venture partner's share in the capital contribution, control, management, risks and profits of the joint venture is equal to its ownership interest; 2. The MBE or WBE joint venture partner is responsible for a distinct, clearly defined portion of the requirements of the contract for which it is at risk; 3. Each joint venture partner executes the bid to the City; and 4. The joint venture partners have entered into a written agreement specifying the terms and conditions of the relationship between the partners and their relationship and responsibilities to the contract, and all such terms and conditions are in accordance with the conditions set forth in Items 1, 2, and 3 above in this Paragraph A. B. The Chief Procurement Officer shall evaluate the proposed joint venture agreement, the Schedule B submitted on behalf of the proposed joint venture, and all related documents to determine whether these requirements have been satisfied. The Chief Procurement OtTicer shall also consider the record of the joint venture partners on other City of Chicago contracts. The decision of the Chief Procurement Officer regarding the eligibility of the joint venture for credit towards meeting the Contract Specific Goals, and the portion of those goals met by the joint venture, shall be final. Exhibit 12 Special Conditions Kcgaidini: MBE/WBE Commitment and Schedule The joint venture may receive MBE or WBE credit for work performed by the MBE or WBE joint venture partner(s) equal to the value of work performed by the MBE or WBE with its own forces for a distinct, clearly defined portion of the work. Additionally, if employees of the joint venture entity itself (as opposed to employees of the MBE or WBE partner) perform the work then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in Schedule B. The Chief Procurement Officer may also count the dollar value of work subcontracted to other MBEs and WBEs. Work performed by the forces of a non-certified joint venture partner shall not be counted toward the Contract Specific Goals. C. Schedule B: MBE/WBE Affidavit of Joint Venture Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. These documents must both clearly evidence that the MBE or WBE joint venture partner(s) will be responsible for a clearly defined portion of the work to be performed, and that the MBE's or WBE's responsibilities and risks are proportionate to its ownership percentage. The proposed joint venture agreement must include specific details related to; 1. The parties' contributions of capital, personnel, and equipment and share of the costs of insurance and bonding; 2. Work items to be performed by the MBE's or WBE's own forces and/or work to be performed by employees of the newly formed joint venture entity; 3. Work items to be performed under the supervision of the MBE or WBE joint venture partner; and 4. The MBE's or WBE's commitment of management, supervisory, and operative personnel to the performance of the contract. Exhibit 12 Special Conditions Regarding MBE/WBE Conimitmcnt and Schcdtile NOTE: Vague, general descriptions of the responsibilities of the MBE or WBE joint venture partner do not provide any basis for awarding eredit. For example, descriptions such as "participate in the budgeting process," "assist with hiring," or "work with managers to improve customer service" do not identify distinct, clearly defined portions of the work. Roles assigned should require activities that are performed on a regular, recurring basis rather than as needed. The roles must also be pertinent to the nature of the business for which credit is being sought. For instance, if the scope of work required by the City entails the delivery of goods or services to various sites in the City, stating that the MBE or WBE Joint venture partner will be responsible for the performance of all routine maintenance and all repairs required to the vehicles used to deliver such goods or services is pertinent to the nature of the business for which credit is being sought. IV. Counting MBE and WBE Participation Towards the Contract Specific Goals Refer to this section when preparing the MBE/WBE compliance plan and completing Schedule D-1 for guidance on what value of the participation by MBEs and WBEs will be counted toward the stated Contract Specific Goals. The "Percent Amount of Participation" depends on whether and with whom a MBE or WBE subcontracts out any portion of its work and other factors. Firms that are certified as both MBE and WBE may only be listed on a bidder's compliance plan as either a MBE or a WBE to demonstrate compliance with the Contract Specific Goals. For example, a firm certified as both a MBE and a WBE may only listed on the bidder's compliance plan under one of the categories, but not both. Additionally, a firm that is certified as both a MBE and a WBE could not self-perform 100% of a contract, it would have to show good faith efforts to meet the Contract Specific Goals by including in its compliance plan work to be performed by another MBE or WBE firm, depending on which certification that dual-certified firm chooses to count itself as. A. Only expenditures to firms that perform a Commercially Useful Function as defined above may count toward the Contract Specific Goals. 1. The CPO will determine whether a firm is performing a commercially useful function by evaluating the amount of work subcontracted, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the credit claimed for its performance of the work, industry practices, and other relevant factors. 2. A MBE or WBE does not peribrm a commercially useful function if its participation is only required to receive payments in order to obtain the appearance of MBE or WBE participation, fhe CPO may examine similar commercial transactions, particularly those in which MBEs or WBEs do not participate, to determine whether non MBE and non WBE firms perform the same function in the marketplace to make a determination. IJ-xhibil 12 Special Condilions Regaidina MBE'WBE Commiimctii and Schedule B. Only the value of the dollars paid to the MBE or WBE firm for work that it performs in its Area of Specialty in which it is certified counts toward the Contract Specific Goals. Only payments made to MBE and WBE firms that meet BOTH the Commercially Useful Function and Area of Specialty requirements above will be counted toward the Contract Specific Goals. C. If the MBE or WBE performs the work itself: 1. 100% of the value of work actually performed by the MBE's or WBE's own forces shall be, counted toward the Contract Specific Goals, including the cost of supplies purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces. 0% of the value of work at the project site that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals D. If the MBE or WBE is a manufacturer: 1. 100% of expenditures to a MBE or WBE manufacturer for items needed for the Contract shall be counted toward the Contract Specific Goals. A manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the bidder or contractor. E. If the MBE or WBE is a distributor or supplier: 1. 60% of expenditures for materials and supplies purchased from a MBE or WBE that is certified as a regular dealer or supplier shall be counted toward the Contract Specific Goals. F. If fhe MBE or WBE is a broker: 1. 0% of expenditures paid to brokers will be counted toward the Contract SpecificGoals. 2. As defined above. Brokers provide no commercially useful function. G. If the MBE or WBE is a member of the joint venture contractor/bidder: 1. A Joint venture may count the portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the MBE or WBE performs with its own forces toward the Contract Specific Goals. i. OR if employees of this di.stinct Joint venture entity perform the work then the value of the work may be counted toward the Contract Specific Goals l-,\hibit 12 .Special CoiKlition.s Regarding Vll^F/VVBR Commitment and Schedtile at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in Schedule B. 2. Note: a joint venture may also count the dollar value of work subcontracted to other MBEs and WBEs, however, work subcontracted out to non-certified firms may not be counted. H. If the MBE or WBE subcontracts out any of its work: 1. 100% of the value of the work subcontracted to other MBEs or WBEs performing work in its Area of Specialty may be counted toward the Contract Specific Goals. 2. 0% of the value of work that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals (except for the cost of supplies purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces as allowed by C. 1. above). 3. The fees or commissions charged for providing a bona fide service, such as professional, technical, consulting or managerial services or for providing bonds or insurance or the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, may be counted toward the Contract Specific Goals, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services. 4. The fees charged for delivery of materials and supplies required on a job site (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services. 5. The fees or commissions charged for providing any bonds or insurance, but not the cost of the premium itself, specifically required for the performance of the Contract, provided that, the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services. V. Procedure to Determine Bid Compliance The following Schedules and requirements govern the bidder's or contractor's MBE/WBE proposal: A. Schedule B: MBE/WBE Affidavit of .loint Venture Exhiliit 12 Special Conditioii.s Regarding MBi7./WB!Z Coniniiirnent and Schedule 1. B. Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. See Section III above for detailed requirements. Schedule C: MBE/WBE Letter of Intent to Perform as a Subcontractor or Supplier The bidder must submit the appropriate Schedule C with the bid for each MBE and WBE included on the Schedule D. The City encourages subcontractors to utilize the electronic Tillable format Schedule C, which is available at the Department of Procurement Services website, http://citvofchicago.org/forms. Suppliers must submit the Schedule C for Suppliers, first tier subcontractors must submit a Schedule C for Subcontractors to the Prime Contractor and second or lower tier subcontractors must submit a Schedule C for second tier Subcontractors. Each Schedule C must accurately detail the work to be perlbrnied by the MBE or WBE and the agreed upon rates/prices. Each Schedule C must also include a separate sheet as an attachment on which the MBE or WBE fully describes its proposed scope of work, including a description of the commercially useful function being performed by the MBE or WBE in its Area of Specialty. If a facsimile copy of the Schedule C has been submitted with the bid, an executed original Schedule C must be submitted by the bidder for each MBE and WBE included on the Schedule D within five (5) business days after the date of the bid opening. C. Schedule D: Compliance Plan Regarding MBE and WBE Utilization The bidder must submit a Schedule D with the bid. The City encourages bidders to utilize the electronic .fillable format Schedule D, which is available at the Department of Procurement Services website, http://citvofchicago.org/forms. An approved Compliance Plan is required before a contract may commence. The Compliance Plan must commit to the utilization of each listed MBE and WBE. The bidder is responsible for calculating the dollar equivalent of the MBE and WBE Contract Specific Goals as percentages of the total base bid. All Compliance Plan commitments must conform to the Schedule Cs. A bidder or contractor may not modify its Compliance Plan after bid opening except as directed by the Department of Procurement Services to correct minor errors or omissions. Bidders shall not be permitted to add MBEs or WBEs after bid opening to meet the Contract Specific Goals, however, contractors are encouraged to add additional MBE/WBE vendors to their approved compliance plan during the performance of the contract when additional opportunities for participation are identified. Except in ca.ses where substantial, documented justification is provided, the bidder or contractor shall not reduce the dollar commitment made to any MBE or WBE in order to achieve conformity between the Schedule Cs and Schedule D. All terms and conditions for MBE and WBE participation on the contract must be negotiated and agreed to between the bidder or contractor and the MBE or WBE i Exhit:iit 12 Special Conditions Regarding Ml3l-;/WI3i: Commitment and Schedule prior to the submission of the Compliance Plan. If a proposed MBE or WBE ceases to be available after submission of the Compliance Plan, the bidder or contractor must comply with the provisions in Section VII. D. Letters of Certification A copy of each proposed MBE's and WBE's Letter of Certification from the City of Chicago or Cook County, Illinois, must be submitted with the bid. A Letters of Certification includes a statement of the MBE's or WBE's area(s) of specialty. The MBE's or WBE's scope of work as detailed in the Schedule C must conform to its area(s) of specialty. Where a MBE or WBE is proposed to perform work not covered by its Letter of Certification, the MBE or WBE must request the addition of a new area at least 30 calendar days prior to the bid opening. E. Schedule F: Report of Subcontractor Solicitations A Schedule F must be submitted with the bid, documenting all subcontractors and suppliers solicited for participation on the contract by the bidder. Failure to submit the Schedule F may render the bid non-responsive. F. Schedule H: Documentation of Good Faith Efforts 1. If a bidder determines that it is unable to meet the Contract Specific Goals, it must document its good faith efforts to do so, including the submission of Attachment C, Log of Contacts. 2. If the bidder's Complianee Plan demonstrates that it has not met the Contract Specific Goals in full or in part, the bidder must submit its Schedule H no later than three business days after notification by the Chief Procurement Officer of its status as the apparent lowest bidder. Failure to submit a complete Schedule 1-1 will cause the bid to be rejected as non-responsive. 3. Documentation must include but is not necessarily limited to: a. A detailed statement of efforts to identify and select portions of work identified in the bid solicitation for subcontracting to MBEs and WBEs; b. A listing of all MBEs and WBEs contacted for the bid solicitation that includes: i. ii III Names, addresses, emails and telephone numbers of llrms solicited: Date and time of contact; Person contacted; Exhibit 12 Special Conditions Regarding MIBE/WBE Comniltinent and Schedule iv. c. Evidence of contact, including: i. ii. iii. iv. V. d. Method of contact (letter, telephone call, facsimile, electronic mail, etc.). Project identification and location; Classification/commodity of work items for which quotations were sought; Date, item, and location for acceptance of subcontractor bids; Detailed statements summarizing direct negotiations with appropriate MBEs and WBEs for specific portions of the work and indicating why agreements were not reached. Bids received from all subcontractors. Documentation of bidder or contractor contacts with at least one of the minority and women assistance associations on Attachment A. G. Agreements between a bidder or contractor and a MBE or WBE in which the MBE or WBE promises not to provide subcontracting quotations to other bidders or contractors are prohibited. H. Prior to award, the bidder agrees to promptly cooperate with the Department of Procurement Services in submitting to interviews, allowing entry to places of business, providing further documentation, or soliciting the cooperation of a proposed MBE or WBE. Failure to cooperate may render the bid non-responsive. VI. I. If the City determines that the Compliance Plan contains minor errors or omissions, the bidder or contractor must submit a revised Compliance Plan within five (5) business days after notification by the City that remedies the minor errors or omissions. Failure to correct all minor errors or omissions may result in the determination that a bid is non-responsive. J. No later than three (3) business days after receipt of the executed contract, the contractor must execute a complete subcontract agreement or purchase order with each MBE and WBE listed in the Compliance Plan. No later than eight (8) business days after receipt of the executed contract, the contractor must provide copies of each signed subcontract, purchase order, or other agreement to the Department of Procurement Services. K. Any applications for City approval of a Mentor Protege agreement must be included with the bid. If the application is not approved, the bidder must show that it has made good faith efforts to meet the contract specific goals. Demonstration of Good Faith Efforts Pxliibit 12 Special Condition.s Regarding MBli/WBH Comniitmeni and Schednle A. In evaluating the Schedule H to determine whether the bidder or contractor has made good faith efforts, the performance of other bidders or eontractors in meeting the goals may be considered. B. The Chief Procurement Officer shall consider, at a minimum, the bidder's efforts to: 1. Solicit through reasonable and available means at least 50% (or at least five when there are more than eleven certified firms in the commodity area) of MBEs and WBEs certified in the anticipated scopes of subcontracting of the contract, as documented by the Schedule H. The bidder or contractor must solicit MBEs and WBEs within seven (7) days prior to the date bids are due. The bidder or contractor must take appropriate steps to follow up initial solicitations with interested MBEs or WBEs. 2. Advertise the contract opportunities in media and other venues oriented toward MBEs and WBEs. 3. Provide interested MBEs or WBEs with adequate information about the plans, specifications, and requirements of the contract, including addenda, in a timely manner to assist them in responding to the solicitation. 4. Negotiate in good faith with interested MBEs or WBEs that have submitted bids. That there may be some additional costs involved in soliciting and using MBEs and WBEs is not a sufficient reason for a bidder's failure to meet the Contract Specific Goals, as long as such costs are reasonable. 5. Not reject MBEs or WBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The MBE's or WBE's standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations are not legitimate causes for rejecting or not soliciting bids to meet the Contract Specific Goals. 6. Make a portion of the work available to MBE or WBE subcontractors and suppliers and selecting those portions of the work or material consistent with the available MBE or WBE subcontractors and suppliers, so as to facilitate meeting the Contract Specific Goals. 7. Make good faith efforts, despite the ability or desire of a bidder or contractor to perform the work of a contract with its own organization. A bidder or contractor who desires to self-perform the work of a contract must demonstrate good faith efforts unless the Contract Specific Goals have been met. 8. Select portions of the work to be performed by MBEs or WBEs in order to increase the likelihood that the goals will be met. This includes, where appropriate, breaking out contract work items into economically feasible units Exhibil 12 Special Conciilions Regarding MBE/WBE Commitment and Schedule to facilitate MBE or WBE participation, even when the bidder or contractor might otherwise prefer to perform these work items with its own forces. 9. Make efforts to assist interested MBEs or WBEs in obtaining bonding, lines of credit, or insurance as required by the City or bidder or contractor. 10. Make efforts to assist interested MBEs or WBEs in obtaining necessary equipment, supplies, materials, or related assistance or services; and 11. Effectively use the services of the City; minority or women community organizations; minority or women assistance groups; local, state, and federal minority or women business assistance offices; and other organizations to provide assistance in the recruitment and placement of MBEs or WBEs. C. VII. If the bidder disagrees with the City's determination that it did not make good faith efforts, the bidder may file a protest pursuant to the Department of Procurement Services Solicitation and Contracting Process Protest Procedures within 10 business days of a final adverse decision by the Chief Procurement Officer. Changes to Compliance Plan A. No changes to the Compliance Plan or contractual MBE and WBE commitments or substitution of MBE or WBE subcontractors may be made without the prior written approval of the Chief Procurement Officer. Unauthorized changes or substitutions, including performing the work designated for a subcontractor with the contractor's own forces, shall be a violation of these Special Conditions and a breach of the contract with the City, and may cause termination of the executed Contract for breach, and/or subject the bidder or contractor to contract remedies or other sanctions. The facts supporting the request for changes must not have been known nor reasonably could have been known by the parties prior to entering into the subcontract. Bid shopping is prohibited. The bidder or contractor must negotiate witb the subcontractor to resolve the problem. If requested by either party, the Department of Procurement Services shall facilitate such a meeting. Where there has been a mistake or disagreement about the scope of work, the MBE or WBE can be substituted only where an agreement cannot be reached for a reasonable price for the correct scope of work. E.xliibit 12 Spcciiil Conditions Rcgnrding MBR/WBE Commitment nnd Schedule B. C. Substitutions of a MBE or WBE subcontractor shall be permitted only on the following basis: 1. Unavailability after receipt of reasonable notice to proceed; 2. Failure of performance; 3. Financial incapacity; 4. Refusal by the subcontractor to honor the bid or proposal price or scope; 5. Mistake of fact or law about the elements of the scope of work of a solicitation where a reasonable price cannot be agreed; i 6. Failure of the subcontractor to meet insurance, licensing or bonding requirements; 7. The subcontractor's withdrawal of its bid or proposal; or 8. De-certification of the subcontractor as a MBE or WBE. (Graduation from the MBE/WBE program does not constitute de-certification. 9. Termination of a Mentor Protege Agreement. If it becomes necessary to substitute a MBE or WBE or otherwise change the Compliance Plan, the procedure will be as follows: 1. The bidder or contractor must notify the Chief Procurement Officer in writing of the request to substitute a MBE or WBE or otherwise change the Compliance Plan. The request must state specific reasons for the substitution or change. A letter from the MBE or WBE to be substituted or affected by the change stating that it cannot perform on the contract or that it agrees with the change in its scope of work must be submitted with the request. 2. The City will approve or deny a request for substitution or other change within 15 business days of receipt of the request. 3. Where the bidder or contractor has established the basis for the substitution to the satisfaction of the Chief Procurement Officer, it must make good faith efforts to meet the Contract Specific Coal by substituting a MBE or WBE subcontractor. Documentation of a replacement MBE or WBE, or of good faith efforts, must meet the requirements in sections V and VI. Ifthe MBE or WBE Contract-Specific Coal cannot be reached and good faith efforts have been made, as determined by the Chief Procurement Officer, the bidder or contractor may substitute with a non-MBE or non-WBE. Exhibil 12 Speciiil Condiiions Regfiiding MltE/VVBE Commiimciit iind Schedule 4. If a bidder or contractor plans to hire a subcontractor for any scope of work that was not previously disclosed in the Compliance Plan, the bidder or contractor must obtain the approval of the Chief Procurement Officer to modify the Compliance Plan and must make good faith efforts to ensure that MBEs or WBEs have a fair opportunity to bid on the new scope of work. 5. A new subcontract must be executed and submitted to the Chief Procurement Officer within five business days of the bidder's or contractor's receipt of City approval for the substitution or other change. D. The City shall not be required to approve extra payment for escalated costs incurred by the contractor when a spbstitution of subcontractors becomes necessary to comply with MBE/WBE contract requirements. VIM. Reporting and Record Keeping A. During the term of the contract, the contractor and its non-certified subcontractors must submit partial and final waivers of lien from MBE and WBE subcontractors that show the accurate cumulative dollar amount of subcontraetor payments made to date. Upon acceptance of the Final Quantities from the City of Chicago, FINAL certified waivers of lien from the MBE and WBE subcontractors must be attached to the contractor's acceptance letter and forwarded to the Department of Procurement Services, Attention: Chief Procurement Officer. B. The contractor will be responsible for reporting payments to all subcontractors on a monthly basis in the form of an electronic audit. Upon the first payment issued by the City of Chicago to the contractor for services performed, on the first day of each month and every month thereafter, email and/or fax audit notifications will be sent out to the contractor with instructions to report payments that have been made in the prior month to each MBE and WBE. The reporting of payments to all subcontractors must be entered into the Certification and Compliance Monitoring System (C2), or whatever reporting system is currently in place, on or before the fifteenth (15"') day of each month. Once the prime contractor has reported payments made to each MBE and WBE, including zero dollar amount payments, the MBE and WBE will receive an email and/or fax notification requesting them to log into the system and confirm payments received. All monthly confirmations must be reported on or before the 20"' day of each month. Contractor and subcontractor reporting to the C2 system must be completed by the 25"' of each month or payments may be withheld. All subcontract agreements between the contractor and MBE/WBE firms or any first tier non-certified firm and lower tier MBE/WBE linns must contain language requiring the MBE/WBE to respond to email and/or fax notifications from the City Exhibit 12 Special Conditions itegarding MBE/WBE Commitment and Schedule of Chicago requiring them to report payments received for the prime or the noncertified firm. Access to the Certification and Compliance Monitoring System (C2), which is a web based reporting system, can be found at; http://chicago.mwdbe.com IX. C. The Chief Procurement Officer or any party designated by the, Chief Procurement Officer shall have access to the contractor's books and records, including without limitation payroll records, tax returns and records and books of account, to determine the contractor's compliance with its commitment to MBE and WBE participation and the status of any MBE or WBE performing any portion of the contraet. This provision shall be in addition to, and not a substitute for, any other provision allowing inspection of the contractor's records by any officer or official of the City for any purpose. D. The contractor shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs, retaining these records for a period of at least five years after final acceptance of the work. Full access to these records shall be granted to City, federal or state authorities or other authorized persons. Non-Compliance A. Without limitation, the following shall constitute a material breach of this contract and entitle the City to declare a default, terminate the contract, and exercise those remedies provided for in the contract at law or in equity: (1) failure to demonstrate good faith efforts; and (2) disqualification as a MBE or WBE of the contractor or any joint venture partner, subcontractor or supplier if its status as an MBE or WBE was a factor in the award of the contract and such status was misrepresented by the contractor. B. Payments due to the contractor may be withheld until corrective action is taken. C. Pursuant to 2-92-740, remedies or sanctions may include disqualification from contracting or subcontracting on additional City contracts for up to three years, and the amount of the discrepancy between the amount of the commitment in the Compliance Plan, as such amount may be amended through change orders or otherwise over the term of the contract, and the amount paid to MBEs or WBEs. The consequences provided herein shall be in addition to any other criminal or civil liability to which such entities may be subject. D. The contractor shall have the right to protest the final determination of non­ compliance and the imposition of any penalty by the Chief Procurement Officer pursuant to 2-92-740 of the Municipal Code of the City of Chicago, within 15 business days of the final determination. Exhiliit 12 Special Conditions Regarding MBIZ/WBE Commitnient and Sciiedule X. Arbitration If the City determines that a contractor has not made good faith efforts to fultlll its Compliance Plan, the affected MBE or WBE may recover damages from the contractor. Disputes between the contractor and the MBE or WBE shall be resolved by binding arbitration before the American Arbitration Association (AAA), with reasonable expenses, including attorney's fees and arbitrator's fees, being recoverable by a prevailing MBE or WBE. Participation in such arbitration is a material provision of the Construction Contract to which these Special Conditions are an Exhibit. This provision is intended for the benefit of any MBE or WBE affected by the contractor's failure to fulfill its Compliance Plan and grants such entity specific.third party beneficiary rights. These rights are non-waivable and take precedence over any agreement to the contrary, including but not limited to those contained in a subcontract, suborder, or communicated orally between a contractor and a MBE or WBE. Failure by the Contractor to participate in any such arbitration is a material breach of the Construction Contract. A MBE or WBE seeking arbitration shall serve written notice upon the contractor and file a demand for arbitration with the AAA in Chicago, IL. The dispute shall be arbitrated in accordance with the Commercial Arbitration Rules of the AAA. All arbitration fees are to be paid pro rata by the parties. The MBE or WBE must copy the City on the Demand for Arbitration within 10 business days after filing with the AAA. The MBE or WBE must copy the City on the arbitrator's decision within 10 business days of receipt of the decision. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction. XI. Equal Employment Opportunity Compliance with MBE and WBE requirements will not diminish or supplant equal employment opportunity and civil rights provisions as required by law related to bidder or contractor and subcontractor obligations. Exhibit 12 Specitii Conditions Regarding iVlBE/WBE Comniitnietit and Schedule ClTYp D E P A R T M E N TOE PROCUREMENT SERVICES ASSIST AGENCY LIST Attachment A -Assist Agency List (Rev. Sept 2016) Assist Agencies are comprised of not-for-profit agencies and/or chamber of commerce agencies that represent the interest of small, minority and/or women owned businesses. Prime Contractors should contact with subcontracting opportunities to connect certified firms. 51®' street Business Association * 220 E. 51®'Street Chicago, IL 60615 Phone: 773-285-3401 Fax; 773-285-3407 Email: the51ststreetbusinessassociatlon@vahoo.com Web: www.51stStreetChicaqo.com Maintains list of certified firms: Yes Provides training for businesses: Yes Austin African American Business Networking Assoc. 5820 W. Chicago Ave., Chicago, IL 60651 Phone: 773-626-4497 Email: aaabna@vahoo.com Web: www.aaabna.orq Maintains list of certified firms: No Provides training for businesses: Yes Association of Asian Construction Enterprises 5677 W. Howard Niles, IL 60714 Phone: 847-673-7377 Fax: 847-673-2358 Email: nakmancorp@aol.com Maintains list of certified firms: Yes Provides training for businesses: Yes LGBT Chamber of Commerce of Illinois 3179 N.Clark St., 2nd Floor Chicago, IL 60657 Phone: 773-303-0167 Fax: 773-303-0168 Email: qrodriquez@lqbtcc.com Web: www.lqbtcc.com Maintains list of certified firms: Yes Provides training for businesses: Yes Chatham Business Association Small Business Dev. 800 E. 78'" Street Chicago, IL 60619 Phone: 773-994-5006 Fax: 773-855-8905 Email: melindakellv@cbaworks.orq Web: www.cbaworks.orq Maintains list of certified firms: Yes Provides training for businesses: Yes Chicago Minority Supplier Development Council Inc. 105 W. Adams, Suite 2300 Chicago, IL 60603-6233 Phone: 312-755-2550 Fax- 312-755-8890 Email: pbarreda@chicaqomsdc.orq Web: www.chicaqomsdc.orq Maintains list of certified firms: Yes Provides training for businesses: Yes Chicago Women in Trades (CWit) Chicago Urban League * 4510 S. Michigan Ave. Chicago, IL 60653 Phone: 773-624-8810 Fax: 773-451-3579 Email: sbrinston@thechicaqourbanleaque.orq Web: www.cul-chicaqo orq Maintains list of certified firms: Yes Provides training for businesses: Yes 2444 W. 16'" Street Chicago, IL 60608 Phone: 773-942-1444 Fax: 312-942-1599 Email: iveHinqa@cwit2 orq Web: www.chicaqowomenintrades2.orq Maintains list of certified firms: No Provides training for businesses: Yes Black Contractors United * 12000 S. Marshfield Ave. Calumet Park, IL 60827 Phone: 708-389-5730 Fax: 708-389-5735 Email: valerie@blackcontractorsunited.com Web: www.blackcontractorsunited.com Maintains list of certified firms: Yes Provides training for businesses: Yes Contractor Advisors Business Development Corp. * 1507 E. 53'" Street, Suite 906 Chicago, IL. 60615 Phone: 312-436-0301 Email- info@.contractoradvisors.us Web- www.contractoradvisors us Maintains list of certified firms: Yes Provides training for businesses: Yes l-Ahibit 12 Special Conditions Regarding MBF/WBH Commitment and Schedule Do For Self Community Development Co. 7447 S South Shore Drive, Unit 22B Chicago, IL 60649 Phone: 773-356-7661 Email: dennisdoforself@hotmail.com Web: www.doforself.orq Maintains list of certified firms: No Provides training for businesses: Yes Far South Community Development Corporation 9923 S. Halsted Street, Suite D Chicago, IL 60628 Phone: 773-941-4833 Fax: 773-941-5252 Email: lacv@farsouth.orq Web: www.farsouthcdc orq Maintains list of certified firms: No Provides training for businessesLYes _ Federation of Women Contractors 216 W. Jackson Blvd. #625 Chicago, IL 60606 Phone:312-360-1122 Fax: 312-750-1203 Email: fwcchicago@aol.com Web: www.fwcchicaao.com Maintains list of certified firms: Yes Provides training for businesses: Yes Greater Englewood Community Development Corp. '' 815 W. 63rd Street Chicago, IL 60621 Phone: 773-651-2400 Fax: 773-651-2400 Email: iharbin@qreaterenqlewoodcdc.orq Web: www.qreaterenqlewoodcdc.orq Maintains list of certified firms: Yes Provides training for businesses: Yes Greater Pilsen Economic Development Assoc. * 1801 S. Ashland Chicago, IL 60608 Phone: 312-698-8898 Email: greaterpilsen@gmail.com Web: www.qreaterpilsen.ora Maintains list of certified firms: Yes Provides training for businesses: Yes Greater Far South Halsted Chamber of Commerce * 10615 S. Halsted Street Chicago, IL 60628 Phone: 518-556-1641 Fax: 773-941-4019 Email: halstedchamberevents@qmail.com Web: www.qreaterfarsouthhalstedchamber.orq Maintains list of certified firms: Yes Provides training for businesses: Yes Hispanic American Construction Industry Association (HACIA) * 650 W. Lake St., Unit 415 Chicago, IL 60661 Phone:312-575-0389 Fax: 312-575-0544 Email: jperez@haciaworks.org Web: www.haciaworks.orq Maintains list of certified firms: Yes Provides training for businesses: Yes Illinois State Black Chamber of Commerce * 411 Hamilton Blvd., Suite 1404 Peoria, Illinois 61602 Phone: 309-740-4430 / 773-294-8038 Fax: 309-672-1379 Email: Larrvlvorv@lllinoisBlackChamber.orq / vailb66709@vahoo.com www.illinoisblackchamberofcommerce.orq Maintains list of certified firms: Yes Provides training for businesses: Yes National Association of Women Business Owners * 500 Davis Street, Ste 812 Evanston, IL 60201 Phone: 773-410-2484 Fax: 847-328-2018 Email: wjaehn@nawbochicago.org Web: www.nawbochicaqo.orq Maintains list of certified firms Yes Provides training for businesses: Yes Illinois Hispanic Chamber of Commerce * 222 Merchandise Mart Plaza, Suite 1212 c/o 1871 Chicago, IL 60654 Phone: 312-425-9500 Email: aalcantar@ihccbusiness.net Web: www.ihccbusiness.net Maintains list of certified firms: Yes Provides training for businesses: Yes Latin American Chamber of Commerce 3512 W. Fullerton Avenue Chicago, IL 60647 Phone: 773-252-5211 Fax: 773-252-7065 Emaihd.lorenzopadron@LACCUSA.com Web: www.LACCUSA.com Maintains list of certified firms: Yes Provides training for businesses: Yes National Organization of Minority Engineers (NOME) * 33 W. Monroe, Suite 1540 Chicago, IL 60603 Phone: 312-960-1239 Email: grandeventsi @sbcglobal.net Web: www.nomeonline.orq Maintains list of certified firms. Yes Provides training for businesses Yes E.xhibii 12 Special Condition.s Regarding MBE./WBE Commitment and Schedule Rainbow/PUSH Coalition 930 E. 50" Street Ctiicago, IL 60615 Phone: 773-256-2768 Fax: 773-373-4103 Email: jmitchell@rainbowpush.org Web: www.rainbowpush.ora ' Maintains list of certified firms: Yes : Provides training for businesses: No The Monroe Foundation 1547 South Wolf Road Flillside, Illinois 60162 Phone: 773-315-9720 Email: omonroe@themonroefoundation.ora Web: www.themonroefoundation.ora Maintains list of certified firms: No Provides training for businesses: Yes Women's Business Development Center 8 S. Michigan Ave., 4th Floor Chicago, IL 60603 Phone: 312-853-3477 Fax: 312-853-0145 Email: fcurrv@wbdc.ora Web: www.wbdc.ora Maintains list of certified firms: Yes Provides training for businesses: Yes Your Community Consultants Foundation 9301 S. Parnell Ave., Chicago, IL 60620 Phone: 773-224-9299 Fax: 773-371-0032 Email: allen81354@aol.com Maintains list of certified firms: No Provides training for businesses: Yes South Shore Chamber, Inc. 1750 E. 71" Street, Suite 208 Chicago, IL 60649-2000 Phone: 773-955- 9508 Email: twertz@southshorechamberinc.ora Web: www.southshorechamberinc.ora Maintains list of certified firms: Yes Provides training for businesses: Yes US Minority Contractors Association, Inc. 1250 Grove Ave. Suite 200 Barrington, IL 60010 Phone: 847-708-1597 Fax: 847-382-1787 Email: admin@usminoritvcontractors.ora Web: USMinorityContractors.org Maintains list of certified firms: Yes Provides training for businesses: Yes Women Construction Owners & Executives (WCOE) Chicago Caucus 308 Circle Avenue Forest Park, IL 60130 Phone: 708-366-1250 Email: mkm@mkmservices.com Web: www.wcoeusa.ora Maintains list of certified firms: Yes Provides training for businesses: No Exhibit 12 Special Conditions Regarding MBE/WBE Commitment and Schedule SCHEDULE B: MBE/WBE Affidavit of Joint Venture 1) All information requested on this schedule must he answered in the spaces provided. Do not refer to your joint venture agreement except to expand on answers provided on this form. If additional .space is required, attach additional sheets, hi all proposed joint ventures, each MBE and/or WBE venturer must submit a copy of its current Letter of Certification. I. Name of joint venture; Address: Telephone number ofjoint venture: II. Email address; Name of non-MBE/WBE venturer: Address: Telephone number:_ Email address: Contact person for matters concerning MBE/WBE compliance: Name of MBE/WBE venturer: Address: Telephone number:_ Email address; Contact person for matters concerning MBE/WBE compliance:. IV. V. Describe the role(s) of the MBE and/or WBE venturer(s) in the Joint venture:. •. Attach a copy of the Joint venture agreement. In order to demonstrate the MBE and/or WBE Joint venture partner's share in the capital contribution, control, management, risks and profits of the Joint venture is equal to its ownership interest, the proposed Joint venture agreement must include specific details related to: (I) the contributions of capital, personnel and equipment and share of the costs of bonding and insurance; (2) work items to be performed by the MBE/WBE's own forces; (3) work items to be performed under the supervision of the MBE/WBE venturer; and (4) the commitment of management, supervisory and operative personnel employed by the MBE/WBE to be dedicated to the performance of the project. VI. Ownership of the Joint Venture. A. What is the percentage(s) of MBE/WBE ownership of the Joint venture? MBE/WBE ownership percentage(s) Non-MBE/WBE ownership percentage(s) B. Specify MBE/WBE percentages for each of the following (provide narrative descriptions and other details as applicable): I. Profit and loss sharina: Capital contributions: a. Dollar amounts of initial contribution: b. Dollar amounts of anticipated on-going contributions:. Exhibit 12 Special Conditions Kegarding MBE/WBE Commitment and Schedule Revised 07/27/04 Vll. 3. Contributions of equipment (Specify types, quality and quantities of equipment to be provided by each venturer); 4. Other applicable ownership interests, including ownership options or other agreements which restrict or limit ownership and/or control: 5. Costs of bonding (if required for the performance of the contract): 6. Costs of insurance (if required for the performance of the contract): C. Provide copies of all written agreements between venturers concerning this project. D. Identify each current City of Chicago contract and each contract completed during the past two years by a joint venture of two or more firms participating in this joint venture: Control of and Participation in the Joint Venture. Identify by name and firm those individuals who arc, or will be, responsible for, and have the authority to engage in the following management functions,and policy decisions. Indicate any limitations to their authority such as dollar limits and co-signatoiy requirements: A. Joint venture check signing: B. Authority to enter contracts on behalf of the joint venture: C. Sianinit. co-sianina and/or collateralizing loans: I). Acquisition of lines of credit: r.xhibil 12 Special Conditions Regarding MBF/VVBK Commitment and Schedule E. Acquisition and indemnitication of payment and performance bonds: F. Negotiating and signing labor agreements: G. Management of contract performance. (Identify by name and firm only): 1. 2. 3. 4. Vlll. IX. Supervision of field operations: Major purchases: Estimating: Engineering:_ Financial Controls of joint venture: A. Which firm and/or individual will be responsible for keeping the books of account? B. Identify the "managing partner," if any, and describe the means and measure of his/her compensation: C. What authority does each venturer have to commit or obligate the other to insurance and bonding companies, financing institutions, suppliers, subcontractors, and/or other parties participating in the performance of this contract or the work of this project? State the appro.ximate number of operative personnel by trade needed to perform the joint venture's work under this contract. Indicate whether they will be employees of the non-MBE/WBE firm, the MBE/WBE firm, or the joint venture. T rade Non-MBE/WBE Firm (Number) Exhibit 12 Special Conditions Regarding MBE/WBE Commitment and Schedule MBE/WBE (Number) Joint Venture (Number) i X. XI. If any personnel proposed for ihis project will be employees of the joint venture: A. Are any proposed joint venture employees currently employed by either venturer? Currently employed by non-MBE/WBE venturer (number) Employed by MBE/WBE vcnturer_ B. Identify by name and lirm the individual who will be responsible for hiring joint venture employees: C. Which venturer will be responsible for the preparation of joint venture payrolls: Please state any material facts of additional infomiation pertinent to the control and structure of this joint venture. •flic undersigned affirms that the foregoing statements arc correct and include all material information necessary to identify and explain the terms and operations of our joint venture and the intended participation of each venturer in the undertaking, further, the undersigned covenant and agree to provide to the City current, complete and accurate information regarding actual joint venture work and the payment therefore, and any proposed changes in any provision of the joint venture agreement, and to permit the audit and examination of the books, records and files of the joint venture, or those of each venturer relevant to the joint venture by authorized representatives of the City or the federal funding agency. Any material misrepresentation will be grounds for terminating any contract that may be awarded and for initiating action under federal or state laws concerning false statements. Note: It", after filing this Schedule B and before the completion on the joint venture's work on the project, there is any change in the information submitted, the joint venture must inform the City of Chicago, either directly or through the prime contractor if the joint venture is a subcontractor. Name of MBE/WBE Partner firm Name of Non-MBE/WBE Partner firm Signature of Affiant Signature of Affiant Name and Title of Afllant Name and I'itle of Afliant Date Date On this _dav of , 20 , the above-sicncd oflleers (names of affiants) personally appeared and, known to me be the persons described m the foregoing Aflldavit, acknowledged that they executed the same in the capacity therein stated and for the purpose therein contained. IN WTINESS Wl-lEREOf. 1 hereunto set mv hand and ofDeial seal. Signature of Notary Public My Commission Expires: (Seal) Exhibit 12 Special Conditions Regarding MBE/WBE Commitment and Schedule DPS Version 07/2016 - Page I of 2 SCHEDULE C MBE/WBE Letter of Intent to Perform as a Subcontractor to the Prime Contractor NOTICE: THIS SCHEDULE MUST BE AUTHORIZED AND SIGNED BY THE MBE/WBE SUBCONTRACTOR FIRM. FAILURE TO COMPLY MAY RESULT IN THE BID BEING REJECTED AS NON-RESPONSIVE. Project Name: Specification No.: From: (Name of MBE/WBE Firm) To: and the City of Chicago. (Name of Prime Contractor) The MBE or WBE status of the undersigned is confirmed by the attached City of Chicago or Cook County Certification Letter. 100% MBE or WBE participation is credited for the use of a MBE or WBE "manufacturer." 60% participation is credited for the use of a MBE or WBE "regular dealer." The undersigned is prepared to perform the following services in connection with the above named project/contract. If more space is required to fully describe the MBE or WBE proposed scope of work and/or payment schedule, attach additional sheets as necessary. The description must establish that the undersigned is performing a commercially useful function: The above described performance is offered for the following price and described terms of payment: Pav Item No./Description Quantitv/Unit Price Total Subtotal: $_ \I Total @ 100%: $ Total @ 60% (if the undersigned is performing work as a regular dealer): $_ NOTICE: THIS SCHEDULE AND ATTACHMENTS REQUIRE ORIGINAL SIGNATURES ON EACH PAGE. (If not the undersigned, signature of person who filled out this Schedule C) (Name/Title-Please Print) (Company Name-Please Print) (Signature ot President/Owner/CEO or Authorized Agent of MBE/WBE) (Name/Title-Please Print) (Date) (Date) DPS Version 07/2010 - Page 2 ol"2 Schedule C: MBE/WBE Letter of Intent to Perform as a Subcontractor to the Prime Contractor Partial Pay Items For any of the above items that are partial pay items, specifically describe the work and subcontract dollar amount(s): Pav Item No./DescrlDtion Quantitv/Unit Price Total Subtotal: $_ Total @ 100%: $_ Total @ 60% (if the undersigned is performing work as a regular dealer): $_ SUB-SUBCONTRACTING LEVELS A zero (0) must be shown in each blank if the MBE or WBE will not be subcontracting any of the work listed or attached to this schedule. % of the dollar value of the MBE or WBE subcontract that will be subcontracted to non MBEAA/BE contractors. % of the dollar value of the MBE or WBE subcontract that will be subcontracted to MBE or WBE contractors. I NOTICE: If any of the MBE or WBE scope of work will be subcontracted, list the name of the vendor and attach a brief explanation, description and pay item number of the work that will be subcontracted. MBE/WBE credit will not be given for work subcontracted to Non-MBE/WBE contractors, except for as allowed in the Special Conditions Regarding Minority Business Enterprise Commitment and Women Business Enterprise Commitment in Construction Contracts. The undersigned will enter into a formal written agreement for the above work with you as a Prime Contractor, conditioned upon your execution of a contract with the City of Chicago, within three (3) business days of your receipt of a signed contract from the City of Chicago. The undersigned has entered into a formal written mentor protege agreement as a subcontractor/protege with you as a Prime Contractor/mentor. ( ) Yes ( ) No NOTICE: THIS SCHEDULE AND ATTACHMENTS REQUIRE ORIGINAL SIGNATURES ON EACH PAGE. (If not the undersigned, signature of person who filled out this Schedule C) (Name/Title-Please Print) (Date) (Company Name-Please Print) (Email & Phone Number) (Signature of President/Owner/CEO or Authorized Agent of MBE/WBE) (Name/Tltle-Please Print) (Email & Phone Number) Hxhitih 12 Special Conditions Regarding MBE/WBE Commitment and Schedule (Date) DPS Version 07/2016 - P;ige I of 2 SCHEDULE 0 MBE/WBE Letter of Intent to Perform as a 2'^^ Tier Subcontractor to the Prime Contractor NOTICE: THIS SCHEDULE MUST BE AUTHORIZED AND SIGNED BY THE MBE/WBE SUBCONTRACTOR FIRM. FAILURE TO COMPLY MAY RESULT IN THE BID BEING REJECTED AS NON-RESPONSIVE. Project Name: Specification No.: From: (Name of MBE/WBE Firm) To: (Name of 1® Tier Contractor) To: and the City of Chicago. (Name of Prime Contractor) The MBE or WBE status of the undersigned is confirmed by the attached City of Chicago or Cook County Certification Letter. 100% MBE or WBE participation is credited for the use of a MBE or WBE "manufacturer." 60% participation is credited for the use of a MBE or WBE "regular dealer." The undersigned is prepared to perform the following services in connection with the above named project/contract. If more space is required to fully describe the MBE or WBE proposed scope of work and/or payment schedule, attach additional sheets as necessary. The description must establish that the undersigned is performing a commercially useful function: The above described performance is offered for the following price and described terms of payment: Pav Item No./DescrlDtion Quantitv/Unit Price Total Subtotal: $_ Total @ 100%: $_ Total @ 60% (if the undersigned is performing work as a regular dealer): $_ NOTICE: THIS SCHEDULE AND ATTACHMENTS REQUIRE ORIGINAL SIGNATURES ON EACH PAGE. (If not the undersigned, signature of person who filled out this Schedule C) (Name/Title-Please Print) (Company Name-Please Print) (Signature of President/Owner/CEO or Authorized Agent of MBE/WBE) (Name/Title-Please Print) (Date) (Date) DI'S Version 07/2016 - Page 2 of 2 Schedule C: MBEA/VBE Letter of Intent to Perform as a 2"" Tier Subcontractor to the Prime Contractor Partial Pay Items For any of the above items that are partial pay items, specifically describe the work and subcontract dollar amount(s): Pay Item No./Description Quantity/Unit Price Total Subtotal: $_ Total @ 100%: $_ Total @ 60% (if the undersigned is performing work as a regular dealer): $_ SUB-SUBCONTRACTING LEVELS A zero (0) must be shown in each blank if the MBE or WBE will not be subcontracting any of the work listed or attached to this schedule. % of the dollar value of the MBE or WBE subcontract that will be subcontracted to non MBEAA/BE contractors. % of the dollar value of the MBE or WBE subcontract that will be subcontracted to MBE or WBE contractors. NOTICE: If any of the MBE or WBE scope of work will be subcontracted, list the name of the vendor and attach a brief explanation, description and pay item number of the work that will be subcontracted. MBE/WBE credit will not be given for work subcontracted to Non-MBE/WBE contractors, except for as allowed in the Special Conditions Regarding Minority Business Enterprise Commitment and Women Business Enterprise Commitment in Construction Contracts. The undersigned will enter into a formal written agreement for the above work with you as a Prime Contractor, conditioned upon your execution of a contract with the City of Chicago, within three (3) business days of your receipt of a signed contract from the City of Chicago. The undersigned has entered into a formal written mentor protege agreement as a subcontractor/protege with you as a Prime Contractor/mentor: ( ) Yes ( ) No NOTICE: THIS SCHEDULE AND ATTACHMENTS REQUIRE ORIGINAL SIGNATURES ON EACH PAGE. (If not the undersigned, signature of person who filled out this Schedule C) (Name/Title-Please Print) (Date) (Company Name-Please Print) (Email & Phone Number) (Signature of President/Owner/CEO or Authorized Agent of MBEAA/BE) (Name/Title-Please Print) (Email & Phone Number) E.xhibit 12 Special Conditions Regarding MBE/WBE Commitment and Schedule (Date) DPS Version 09/01/2014 SCHEDULE 0 (Construction) MBE/WBE Letter of Intent to Perform as a SUPPLIER Project Name: Specification Number: From: (Name of MBE or WBE Firm) To: and the City of Cfiicago: (Name of Prime Contractor) The MBE or WBE status of the undersigned is confirmed by the attached City of Chicago or Cook County Certification Letter. 100% MBE or WBE participation is credited for the use of a MBE or WBE "manufacturer". 60% participation is credited for the use of a MBE or WBE "regular dealer". The undersigned is prepared to supply the following goods in connection with the above named project/contract. On a separate sheet, fully describe the MBE or WBE proposed scope of work and/or payment schedule, including a description of the commercially useful function being performed. Attach additional sheets as necessary: Pay Item No. I Description Quantity / Unit Price Total Linel: Sub Total: Line 2: Total® 100%: Line 3: Total @ 60%: Partial Pay Items. For any of the above items that are partial pay items, specifically describe the work and subcontract dollar amount(s): Pay Item No. / Description Quantity / Unit Price Total Linel: Sub Total: $_ Line 2: Total® 100%: $_ Line 3: Total ® 60%: $_ SUB-SUBCONTRACTING LEVELS - A zero (0) must be shown in each blank if the MBE or WBE will not be subcontracting any of the work listed or attached to this schedule. % of the dollar value of the MBE or WBE subcontract that will be subcontracted to non-MBEAA/BE contractors. % of the dollar value of the MBE or WBE subcontract that will be subcontracted to MBE or WBE contractors. NOTICE: If any of the MBE or WBE scope of work will be subcontracted, list the name of the vendor and attach a brief explanation, description and pay item number of the work that will be subcontracted. MBEA/VBE credit will not be given for work subcontracted to non-MBEA/VBE contractors, except for as allowed in the Special Conditions Regarding Minority Business Enterprise Commitment and Women Business Enterprise Commitment in Construction Contracts. The undersigned will enter into a formal written agreement for the above work with you as a Prime Contractor, conditioned upon your execution of a contract with the City of Chicago, within three (3) business days of your receipt of a signed contract from the City of Chicago. The undersigned has entered into a formal written mentor protege agreement as a subcontractor/protege with you as a Prime Contractor/mentor ( ) Yes ( ) No NOTICE: THIS SCHEDULE AND ATTACHMENTS REQUIRE ORIGINAL SIGNATURES. bignaturo of Owner Mresicem or Authorized AgenI ot Mbt or Wbt Dale Naine / I itle (Print) Hhone Nun"bor tmail Address DPS Version 09/01/2014 SCHEDULE D: Compliance Plan Regarding MBE And WBE Utilization SCHEDULE D Compliance Plan Regarding MBE & WBE Utilization Affidavit of Prime Contractor MUST BE SUBMITTED WITH THE BID. FAILURE TO SUBMIT THE SCHEDULE D WILL CAUSE THE BID TO BE REJECTED. DUPLICATE AS NEEDED. Project Name:_ Specification No.:_ In connection with the above captioned contract, I HEREBY DECLARE AND AFFIRM that Iam the and a duly authorized representative of (Title of Affiant) • (Name of Prime Contractor) and that I have personally reviewed the material and facts set forth in the attached Schedule Cs regarding Minority Business Enterprise and Women Business Enterprise (MBE/WBE) to perform as subcontractor, Joint Venture Agreement, and Schedule B (if applicable). All MBEs and WBEs must be certified with the City of Chicago or Cook County in the area(s) of specialty listed. •.Name of • • - Mentor -.-MBE ^ Pfdtecids fKotal MBE te * : Tvoe of Work'to be- - : liTotalMBE jF^rticlDatibn . . Performed in accordance" ' ' sParficiDdtlon Participitibn Pfdqfarn/?' in " ' "in -/cfj: Credit • -'with ScHldui^Cs wW' /in-dollafss oercentaoe Claimed oercentaa^' E.xhibit 12 Special Conditions ftegtirding MI3n,/WBE Commitment and Schedule •: • • $ % % % $ % % % $ % % % $ % % % $ % % % $ % % % $ % % ,% $ % % % $ % % % $ % % % $ "/) % % $ % % % DPS Version 09/01/2014 SCHEDULE D: Compliance Plan Regarding MBE And WBE Utilization Name of '-v.. ./iMentoUS •\NBEm:. Prdt^?? Total WBE Tvoe of Work to be Total WBE . Perforrinediihtaccordahbie C Partirination 'Particioatid:; ..Rfoqram Parficioltrol Uin in ' • vvith Schedule Os ' "Credit/ " in dollars /pereentaqe / Claimed Dercentaae 1- dl 11 wi i^Cl 11Vx 1 1 $ % % % $ % % % $ % % % $ % % % $ % % % $ % % % $ % % % $ % % % $ % % % $ % % % $ % % % $ % % % •Check here if the following is applicable: The Prime Contractor intends to enter into mentor protege agreements with certain MBEs/WBEs listed above as indicated by entries in the "Mentor Protege Program Credit Claimed" column. Copies of each proposed mentoring program, executed by authorized representatives of the Prime Contractor and respective subcontractor, are attached to this Schedule D. The Prime Contractor may claim an additional 0.333 percent participation credit (up to a maximum of five (5) percent) for every one (1) percent of the value of the contract performed by the MBE/WBE protege firm. Total MBE Participation $ Total MBE Participation % (including any Mentor Protege Program credit)_ Total WBE Participation $ Total WBE Participation % (including any Mentor Protege Program credit)_ Total Bid $ To the best of my knowledge, information and belief the facts and representations contained in the aforementioned attached Schedules are true, and no material facts have been omitted. The Prime Contractor designates the following person as its MBEAA/BE Liaison Officer: (Name- Please Print or Type) E.xhibil 12 Special Conditions Regarding MBE/WBE Commitment and Schedule (Phone) DPS Version 09/01/2014 SCHEDULE D; Compliance Plan Regarding MBE And WBE Utilization I DO SOLEMNLY DECLARE AND AFFIRM UNDER PENALTIES OF PERJURY THAT THE CONTENTS OF THE FOREGOING DOCUMENT ARE TRUE AND CORRECT, AND THAT I AM AUTHORIZED ON BEHALF OF THE PRIME CONTRACTOR TO MAKE THIS AFFIDAVIT. (Name of Prime Contractor - Print or Type) State of:_ County of;_ (Signature) (Name/Title of Affiant - Print or Type) (Date) On this day of , 20 , the above signed officer (Name of Affiant) personally appeared and, known by me to be the person described in the foregoing Affidavit, acknowledged that (s)he executed the same in the capacity stated therein and for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and seal. (Notary Public Signature) SEAL: Commission Expires: iZ.xhibii 12 Special Condiiion.s Regarding MBE/WBLZ Commitment and Schedule I)I>S Version 09/01/2014 SCHEDULE F: REPORT OF SUBCONTRACTOR SOLICITATIONS FOR CONSTRUCTION CONTRACTS Submit Schedule F with the bid. Failure to submit the Schedule F may cause the bid to be rejected. Duplicate sheets as needed. Project Name: Specification #: 1, on behalf of (Name of reporter) (Prime contractor) (A) have cither personally solicited, or permitted a duly authorized representative of this firm to solicit, work for this contract from the following subcontractors which comprise all MBE/WBE and non-MBE/WBE subcontractors who bid or quoted price information on this contract Company Name Business Address Contact Person ' Date of contact Method of contact Response to solicitation Type of Work Solicited Please circle classification: MBE Certified WBE Certified MBE & WBE Certified Non-Certified Company Name Business Address Contact Person Date of contact Method of contact Response to solicitation_ Type of Work Solicited_ Please circle classification: MBE Certified WBE Certified MBE & WBE Certified Non-Certified Company Name Business Address Contact Person Date of contact Method of contact Response to solicitation Type of Work Solicited Please circle classification: MBE Certified WBE Certified MBE & WBE Certified Non-Certified Company Name Business Address Contact Person Date of contact Method of contact Response to solicitation Type of Work Solicited Please circle classification: MBECertiiied WBECertilied MBE & WBE Certified Non-Certiticd 1 Company Name lAhibit 12 Special Conditions Regarding MBE/WBE Commitment Schedule DPS Version (W/()l/2014 Business Address Contact Person Date of contact Method of contact Response to solicitation_ Type of Work Solicited_ Please circle classification: MBE Certified WBE Certified MBE & WBE Certified Non-Certified Company Name Business Address Contact Person Date of contact Method of contact Response to solicitation Type of Work Solicited Please circle classification: MBE Certified WBE Certified MBE & WBE Certified Non-Certified WBE Certified MBE & WBE Certified Non-Certified Response to solicitation , Type of Work Solicited Please circle classification: MBE Certified WBE Certified MBE & WBE Certified Non-Certified Company Name Business Address Contact Person Date of contact Method of contact Response to solicitation Type of Work Solicited Please circle classification: MBE Certified WBE Certified MBE & WBE Certified Non-Certified Company Name Business Address Contact Person Date of contact Method of contact Response to solicitation_ Type of Work Solicited_ Please circle classification: MBE Certified Company Name Business Address Contact Person Date of contact Method of contact Exhibit 12 Special Conditions Regaiding MBE/WBE Commitment Sciiediiie DPS Version (WO 1/2014 I DO SOLEMNLY DECLARE AND AFFIRM UNDER PENALTIES OF PERJURY THAT THE CONTENTS OF THE FOREGOING DOCUMENT ARE TRUE AND CORRECT, AND THAT ! AM AUTHORIZED ON BEHALF OF THE PRIME CONTRACTOR TO MAKE THIS AFFIDAVIT. (Name of Prime Contraelor - Print or Type) (Signature) (Name/Title of Affiant) - Print or I'vpe) (Date) On this (Jay of , 20_ the above signed officer, (Name of Affiant) personally appeared and, known by me to be the person described in the foregoing Affidavit, acknowledged that (s)he executed the same in the capacity stated therein and for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and seal. Notaiy Public Signalurc (Seal) Cotiimission Expires:, 07/20/1)4 Exhibit 12 Special Conditions Regarding MBE/WBE Commitment Schedule 1)I>S Version 09/01/2014 SCHEDULE H: DOCUMENTATION OF GOOD FAITH EFFORTS TO UTILIZE MBEs AND WBEs ON CONSTRUCTION CONTRACT Project Name: Specification #_ The Department of Procurement Services reserves the right to audit and verify all Good Faith Efforts as a condition of award. Material misrepresentations and omissions shall cause the bid to be rejected. (B) The following is documentation and e.xplanation of the bidder's Good Faith Efforts to meet the contract specific goals as described in the Good Faith Efforts Checklist as part of Schedule D. The Schedule D cannot be modified without the written approval of DPS. I, on behalf of (Name of reporter) (Prime contractor) have determined that it is unable to meet the contract specific goals in full or in part as set forth in the Special Conditions Regarding Minority and Women Business Enterprise Commitment in Construction Contracts. I hereby declare and affirm that the following good faith efforts were undertaken by the Bidder/Contractor to meet the MBE and/or WBE contract specific goals of this project. Good Faith Efforts Checklist from Schedule D Attach additional sheets as needed. Solicited through reasonable and available means at least 50% (or at least 5 when there are more than 11 certified firms in the commodity area) of MBEs and WBEs certified in the anticipated scopes of subcontracting of the contract, within sufficient time to allow them to respond, as described in the Schedule F. Attach copies of written notices sent to MBEs and WBEs. Provided timely and adequate information about the plan, specifications and requirements of the contract. Attach copies of contract information provided to MBES and WBEs. Advertised the contract opportunities in media and other venues oriented toward MBEs and WBEs. Attach copies of advertisements. Negotiated in good faith with interested MBEs or WBEs that have submitted bids and thoroughly investigated their capabilities. Attach Schedule F, Report of Subcontractor Solicitations for Construction Contracts. Selected those portions of the work or material consistent with the available MBE or WBE subcontractors and suppliers, including, where appropriate, breaking out contract work items into economically feasible units to facilitate MBE or WBE participation. Describe selection of scopes of work solicited from MBEs and WBEs and efforts to break out work items. E.xhibit 16 Special Conditions Regarding MBE/WBE Commitment Schedule DPS Version 09/01/2014 SCHEDULE H: DOCUMENTATION OF GOOD FAITH EFFORTS TO UTILIZE MBEs AND WBEs ON CONSTRUCTION CONTRACT Made efforts to assist interested MBEs or WBEs in obtaining bonding, lines of eredit, or insuranee as required by the City or bidder or contractor. De.scrlbe a.ssistancc efforts. Made efforts to assist interested MBEs or WBEs in obtaining necessary equipment, supplies, materials, or related assistance or services. Describe assistance efforts. Effectively used the services of the City; minority or women community organizations; minority or women assistance groups; local, state, and federal minority or women business assistance offices; and other organizations to provide assistance in the recruitment and placement of MBEs or WBEs as listed on Attachment A. Describe efforts to use agencies listed on Attachment A. Exhibit 12 Special Conditions Regarding MI2E/WBE Commitment Schedule DI'S Version 09/01/2014 SCHEDULE H: DOCUMENTATION OF GOOD FAITH EFFORTS TO UTILIZE MBEs AND WBEs ON CONSTRUCTION CONTRACT I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CON TENTS OF THE FOREGOING DOCUMENT ARE TRUE AND CORRECT, AND THAT 1 AM AUTHORIZED, ON BEHALF OF THE CONTRACTOR, TO MAKE THIS AFFIDAVIT. Name of Contractor: (PnnI or Type) Signature: (Signature of Affiant) Name of Affiant: (Print or Type) Date: (Print or 'I'ypc) State of County (City) of This instrument was acknowledged before me on by as of was e.xecuied). (date) (name/s of person/s) (type of authority, e.g., officer, trustee, etc.) (name of party on behalf of whom instrument Signature of Notary Public (Seal) E.xhibit 12 Special Conditions Regarding MBE/WBE Commitment Schedule DI'S Version (W/0I/2()I4 STATUS REPORT OF MBEAVBE (SUB) CONTRACT PAYMENTS Specification No.: Department Project No.: Date: Voucher No.: STATE OF: COUNTY (CITY) OF:. J in connection with the above-captioned contract: I HEREBY DECLARE AND AFFIRM that I am the (Title - Print or Type ) and duly authorized representative of (Name of Comp any - Print oi Type ] (_ (Address of CJoinpaiiy) X (Phone) and that the following Minority and Women Business Enterprises (MBE/WBEs) have been contracted with, and have furnished, or are furnishing and preparing materials for, and have done or are doing labor on the above referenced project; that there is due and to become due them, respectively the amounts set opposite their names for material or labor as stated; and that this a full, true and complete statement of all such MBE/WBEs and of the amounts paid, due, and to become due to them: MBE/WBE GOODS/SERVICES PROVIDED TOTAL AMOUNT PAID FO MBEs TO DATE: TOTAL AMOUNT PAID TO WBEs TO DATE: E.xhibit 16 Special Conditions Regarding MBE/WBE Commitment Schedule AMOUNT OF CONTRACT AMOUNT PAID TO DATE I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CONTENTS OF THE FOREGOING DOCUMENT ARE TRUE AND CORRECT, AND THAT I AM AUTHORIZED, ON BEHALF OF THE CONTRACTOR, TO MAKE THIS AFFIDAVIT. Name of Contractor: (Punt or Tspc) Sianature: (Signature of .Alllant) Name of Affiant: (Print or Type) Date: (Print or Type) State of County (City) of This instrument was acknowledged before me on by (date) (name/s of person/s) as (type of authority, e.g., officer, trustee, etc.) of (name of party on behalf of whom instrument was executed). Signature of Notary Public (Seal) (Seal) Inhibit 12 Special Conditions Regarding .VIBIZ/WBIZ Commitment Schedule EXHIBIT 13 ONLINE ECONOMIC DISCLOSURE AFFIDAVIT EXHIBIT 14 DESIGN BUILDERS WASTE REMOVAL AFFADVIT AFFIDAVIT REGARDING IDENTiFlCATION OF ALL WASTE AND MATERIAL HANDLING AND DISPOSAL FACILITIES Contractor to show here the name and location of the waste and material recovery facilities he/she is proposing to use for the Project. Complete one page per facility: SPECIFY THE TYPE OF MATERIALS TO BE DISPOSED OF: LEGAL NAME OF LANDFILL/DISPOSAL SITE: (The Contractor will provide to the City copies of all dump tickets, manifests, etc.) LOCATION ADDRESS: PHONE: CONTACT PERSON: Disposal site submitted shall be of sufficient capacity as to ensure acceptance of the volume of Construction and/or Demolition Debris received for the period of this Contract. These disposal sites must meet all zoning and other requirements that may be necessary. If requested by the Chief Procurement Officer, the Contractor must submit copies of all contractual agreements, permits and/or lieenses for those waste and material recovery facilities proposed by the Contractor. EXHIBIT 15 CHICAGO RESIDENCY REPORTING FORM (INTENTIONALLY OMITTED) EXHIBIT 16 DESIGN SERVICES RATE SCHEDULE Design Services Position Managing Director $300.00 Principal-in-Charge $299.00 Sr. Project Manager $199.00 Project Manager $189.00 Project Manager Assistant $129.00 Sr. Architect/Interior Designer $199.00 Architect/Interior Designer $169.00 Associate Architect/Interior Designer $129.00 Jr. Architect/Interior Designer $99.00 Sr. Structural Engineer $179.00 Structural Engineer $160.00 Associate Structural Engineer $119.00 Jr. Structural Engineer (EIT/FE Level) $99.00 Tactical Training Architect $299.00 Sr. MEP Engineer $189.00 Sr. Fire Protection Engineer $189.00 MEP Engineer $169.00 Fire Protection Engineer $169.00 Associate MEP Engineer $145.00 Associate Fire Protection Engineer $145.00 Jr. MEP Engineers (EIT/FE Level) $99.00 Jr. Fire Protection Engineers (EIT/FE Level) $99.00 Sr. Civil Engineer $175.00 Civil Engineer $150.00 Assoc. Civil Engineer $109.00 Jr. Civil Engineer $99.00 Survey $180.00 Intern $60.00 Administrative Support $89.00 Sr. CADD Technician $99.00 CADD Technician $89.00 Community Outreach $235.00 Workforce Development Lead $235.00 Exhibit 16 Dcsiitn Services Rate Schedule EXHIBIT 17 CONSTRUCTION SERVICES COMPENSATION COST OF THE WORK AND DESIGN-BUILDER'S FEE 1 General Conditions Costs. The City shall compensate the Design-Builder for documented General Conditions Costs based on the hourly rates provided in Exhibit 17, along with documented actual expenses directly incurred in the performance of the General Conditions. General Conditions will not be subject to the Design-Builder's Fee. The General Conditions Costs consist of: • labor costs incurred by Design-Builder for all its direct employees overseeing ' and/or performing portions of the Work; • incurred costs necessary for telecommunications, computers, office equipment and supplies, reproduction costs. Project communication and in-house produced signage; 2 Soft Costs. The City shall compensate the Design-Builder for documented Soft Costs invoiced at actual cost with no Design Builder's Fee. Reimbursable Soft Costs incurred by the Design-Builder include the following: • premiums for all required and City approved insurance and performance and payment bonds, including any additional premium incurred as a result of any increase in the GMP; • fees and assessments for necessary building permits and other permits, licenses and inspections for which the Design-Builder is required to pay. 3 Direct Costs. The City shall compensate the Design-Builder for documented payments made by the Design-Builder to Subcontractors for Work performed under this Agreement ("Direct Costs") including: • labor; • materials and equipment, including any necessarily incurred sales, use, gross receipts or other taxes, tariffs or duties for which the Design-Builder is liable; • stored materials, with the Owner's prior approval, subject to Section 10.1.8; • costs for public utility connections or modifications; 4 General Requirements Costs. The City shall compensate the Design-Builder for documented General Requirements Costs, plus the Design-Builder's Fee. General Requirements Costs includes all documented payments made to third-party vendors for the provision of following services or materials: • security; • barricades and fencing; Kxliibit 16 Desiizn services R;Ue Schedule • • temporary roads; temporary utilities; temporary field offices, portable toilets, dumpsters, temporary stairs, temporary signage and storage; laborers and cleanup; safety (material, training, incentives); fire protection and extinguishers; trucks (equipment & fuel); outreach activities and workforce development consultants; testing laboratory fees, except those related to defective or nonconforming Work; hand tools not owned by the workers that are used or consumed in the performance of the Work, less salvage value or residual value; and cost less salvage value on such items used, but not consumed that remain the property of the Design-Builder; rental charges from unrelated third parties for all necessary temporary machinery and equipment, exclusive of hand tools owned by workers, used at the Worksite, including installation, repair and replacement, dismantling, removal, maintenance, transportation and delivery costs; Project communications provided by third-party vendor. PORTIONS OF WORK NOT SUBJECT TO DESIGN-BUILDER FEE Design-Builder shall be entitled to charge a flat percentage fee of % on the Cost of Work described above, which comprises profit and overhead to the Design-Builder. For clarification, the items below are not included in the Cost of Work for purposes of calculation of the DesignBuilder Fee; -Design Services fees -General Conditions Costs -Soft costs EXCLUSIONS FROM COST OF TFIE WORK The following will be excluded from Cost of the Work, and the City will make no direct payment for these items: (i) Expenses of Design-Builder's principal office and offices other than the Worksite ofllces or as expressly included in Cost of Work, described above. (ii) Overhead and general expenses, except as may be expressly included in Cost of Work, described above. (iii) Design-Builder's capital expenses, including interest on Design-Builder's capital employed for the Work. INhibit 17 Gt;ner;il Conditions Rale Schedule CONTINGENCY Design-Builder shall comply with the following requirements with respect to the incurrence of Contingency funds; (i) Prior City Approval - Expenditures of $25,000 or greater: Design-Builder must obtain prior approval by the City for the incurrence of Contingency expenses of $25,000, or more, per instance giving rise to the incurrence of the expense, in accordance with the following procedures: [TBD] (ii) Emergency Exception to Prior City Approval for Expenditures of $25,000 or greater: If after making a good-faith effort to obtain prior City approval for an expense of $25,000 or more, Design-Builder determines, in its discretion, that an operational emergency requires that it incur the Contingency expense without obtaining prior City approval, Design-Builder may incur the expense without having first obtained City approval. Design-Builder shall, however, continue to make good faith efforts to obtain City approval. Examples of such emergencies are those that affect the safety of persons or property, or materially and imminently jeopardize the progress and successful delivery of the Project. (iii) Weekly Reporting - Expenditures of Less than $25,000: Design-Builder shall notify City on a weekly basis of Contingency expenses incurred during the preceding week for incurrence of expenses less than $25,000 per instance. Design-Builder will provide the City documentation in support of such Contingency expenses incurred, upon request by the City. (iv) Failure to Report: In the event that Design-Builder fails to notify City of the incurrence of Contingency expenses as required above, and, in any event, later than 14 days from the incurrence of the expen.se, the City, in, its discretion, may determine to disapprove of the use of the Contingency funds for that expenditure, and the Design-Builder shall have no right to be compensated for such expenses. If the City disapproves of an expense upon being made aware of it beyond 14 days from its having been incurred, and if Design-Builder has since been compensated for the expenditure, the City shall have the right to offset future payments against such sum. Exhibit 17 Gcncrti! Conditions Rate Sciiediilc GENERAL CONDITIONS RATE SCHEDULE • •• • Exhibit 17 - General Conditions Rate Schedule - Construction Services Hourly Rate i-Jitie Senior Vice President Project Executive $175.00 Project Director $165.00 Senior Project Manager $155.00 Project Manager $135.00 Assistant Project Manager $115.00 Project Engineer $85.00 Senior Superintendent $145.00 Superintendent $135.00 Assistant Superintendent $110.00 Safety Director $110.00 Project Accountant $75.00 Certified Payroll Specialist $75.00 Intern $40.00 1 BIMA/DC Manager $125.00 BIMA/DC Engineer $85.00 Scheduling Manager $145 00 Project Scheduler $130.00 Pre-Construction Manager $155 00 Exhibit 17 General Conditions Rate Sehediile Senior Estimator $145.00 Estimator $135.00 Geh'erar eoriclitiorisltems ^ Copy Machine (excludes maintenance and usage charges) Mobile phones per phone Laptop computer Fire extinguisher with stand Tablets Pickup truck (excludes fuel and maintenance) Exhibit 17 General Conditions Rate Sehediile Monthly cR^e/Eacffl;'' AECOM CONSTRUCTORS CHICAGO ECONOMIC DISCLOSURE STATEMENT 02019-1154 CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AEFIDAVIT SECTION I -- GENERAL INFORMATION A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: AECOM Constructors Chicago Check ONE of the following three boxes: Indicate whether the Disclosing Party submitting this EDS is: 1. the Applicant OR 2. [ ] a legal entity cuirently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: OR 3. [ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control: B. Business address of the Disclosing Party: 303 E. Wacker Drive, Suite 1400 Chicago, IE 60601 C. Telephone: 312.373.6563 Fax: 312.373.6800 Email: Denise.Casalino@aecom.com D. Name of contact person: Denise Casalino E. Federal Employer Identification No. (if you have one): F. Brief description of the Matter to which this.EDS pertains. (Include project number and location of property, if applicable): RFP to Design and Build Joint Public Safety Training Academy in Chicago, IL G. Which City agency or department is requesting this EDS? Department of Fleet and Facility Management If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following: / Specification # Ver.2018-1 and Contract # Page 1 of 15 SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS A. NATURE or THE DISCLOSING PARTY [ [ [ [ [ [ [ 1. Indicate the nature of the Disclosing Party: ] Person [ ] Limited liability company ] Publicly registered business corporation [ ] Limited liability partnership ] Privately held business corporation [X] Joint venture ] Sole proprietorship [ ] Not-for-profit coiporation ] General partnership (Is the not-for-profit coiporation also a 501 (c)(3))? ] Limited partnership [ ] Yes [ ] No ] Trust , [ ] Other (please specify) 2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois 3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity? [ ] Yes [ ] No Organized in Illinois B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY: 1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant. NOTE: Each legal entity listed below must submit an EDS on its own behalf. Name Dcnise Casalino Title Managing Director 2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a Ver.2018-1 Page 2 of 15 limited liability company, or interest of a benellciary of a trust, estate or other similar entity. If none, state "None." NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf. Name Business Address Percentage Interest in the Applicant Hunt Construction Group, Inc. .SOS E. Wacker Drive, Ste 1400, Chicago, IL 60601 41% Berglund Construction Company 8410 S. South Chicago Ave, Chicago, IL 60617 39% BOWA Group 7050 S. .Stony Island Ave, Chicago, IL 60649 10% Griggs Mitchell Alma Construction 3520 S. Morgan St, Ste 222, Chicago, IL 60609 10% , SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS? [ ] Yes No Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation: Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party? [ ] Yes [X] No If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s). SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES j The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure. Ver.2018-1 Page 3 of 15 Name (indicate whether retained or anticipated to be retained) Business Address Relationship to Disclosing-Party (subcontractor, attorney, lobbyist, etc.) Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is not an acceptable response. .-\ECOM Servicc.s of'Illinois, Inc. .tOj E. Wackcr Drive. Ste 1400, Chicago, IE 60601 (Subcontractor) Estimated 6.5% of GMP (Add sheets if necessary) [ ] Check here if the Diselosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS A. COURT-ORDERED CHILD SUPPORT COMPLIANCE Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term. Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction? [ ] Yes [X] No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party. If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement? [ ] Yes [ ] No B. FURTHER CERTIFICATIONS 1. [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent.private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similai* skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress). 2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and'sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue. Ver.2018-1 Page 4 of 15 3. The Disclosing Party and, ilThe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS: a. arc not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government; b. have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property; c. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above; d. have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and e. have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government. 4. The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics). 5. Certifications (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entity" (meaning a person or entity that, directly or indirectly; controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity; • any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents"). Ver.2018-1 Page 5 of 15 Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter: a. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity; b. agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or c. made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance). 6. Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is baired from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating. 7. Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency. 8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V. 9. [FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any lacility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM"). 10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such Ver.2018-1 Page 6 of 15 contractor/subcontractor that does not provide such certitleations or that the Applicant has reason to believe has not provided or cannot provide truthful certifications. 11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below: N/A If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements. 12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None 13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otheiAvise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION 1. The Disclosing Party certifies that the Disclosing Party (check one) [ ] is [x] is not a "financial institution" as defined in MCC Section 2-32-455(b). 2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges: "We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affliate of a predatory lender may result in the loss of the privilege of doing business with the City." Ver.2018-1 Page 7 ofl5 If the Disclosing Party is unable to make this pledge because it or any of its affiliates (ais defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning oFMCC Chapter 2-32, explain here (attach additional pages if necessary): N/A If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements. D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D. 1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter? [ ]Yes [x]No NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l'), skip Items D(2) and D(3) and proceed to Part E. 2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D. Does the Matter involve a City Property Sale? [ ] Yes [ ] No 3. If you checked "Yes" to Item D(I), provide the names and business addresses of the City officials of employees having such financial interest and identify the nature of the financial interest: Name Business Address Nature of Financial Interest 4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee. Ver.2018-1 Page Sof t5 1-. CHRTIFICAI ION REGARDING SLAVERY ERA BUSINESS Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City. X I. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records. 2. The Disclosing Party verifies that, as a result of conducting the search in step (I) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records: SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding. A. CERTIFICATION REGARDING LOBBYING 1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary): N/A (If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.) 2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any person or entity to influence or attempt to infiuence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee Ver.2018-1 Page 9 of 15 SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICAI ION The Disclosing Party understands and agrees that: A. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement. City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based. B. The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.org/Ethics. and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IE 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance. C. If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages. D. It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any infonnation submitted in this EDS. E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020. Ver.2018-1 Page 11 of 15 CERTIFICATION Under penalty of perjury, the person signing below; (1) waiTants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City. AECOM Constructors Chicago (Print or type exact legal name of Disclosing Party) By (Sign here) Denlse Casalino (Print or type name of person signing) Managing Director (Print or type title of person signing) Poll Signed and sworn to before me on (date) at GPOW - _ County, 1\1\VVD\S _ (state). lAURA J. WESTCOTT OFFICIAL SEAL. Notary Public, Stoloblllllnolt My Commlitlon Exfjilr*! July 04. 2019 Commission expires; Ver.2018-1 Page 12 ofl5 CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant. Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister. . "Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority. r Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head? [ ] Yes [X] No If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship. Ver.2018-1 Page 13 of 15 CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX B BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant. 1. Pursuant toMCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416? [ ] Yes [X] No 2. If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416? [ ] Yes [ ] No [x] The Applicant is not publicly traded on any exchange. 3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply. Vei-.2018-1 Pagel4ofl5 ' CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFEIDAVIT APPENDIX C PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amleaal.comL generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing'them to conduct a business on City premises. On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions. [x] Yes [ ] No [ ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain. Vcr.2018-1 Page 15 of 15 AsCOM AECOM 1999 AVENUE OF THE STARS, SUITE 2600 LOS ANGELES, CALIFORNIA 90067 Dear AECOM Stockholder: You are cordially invited to attend the 2018 Annual Meeting of Stockholders (the "2018 Annual Meeting") of AECOM, which will be held on Wednesday, February 28, 2018, at 8:00 a.m. local time in the Conference Center located at 1999 Avenue of the Stars, Los Angeles, California 90067. Details of the business to be conducted at the 2018 Annual Meeting are given in the attached Notice of Annual Meeting of Stockholders and the attached Proxy Statement. Whether or not you plan to attend the 2018 Annual Meeting in person, it is important that your shares be represented. The attached Proxy Statement contains details about how you may vote your shares. Sincerely, Michael S. Burke Chairman of the Board and Chief Executive Officer AECOM AECOM 1999 AVENUE OF THE STARS, SUITE 2600 LOS ANGELES, CALIFORNIA 90067 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 28, 2018 The 2018 Annual Meeting of Stockholders (the "2018 Annual Meeting") of AECOM (the "Company," "our" or "we") will be held on Wednesday, February 28, 2018, at 8:00 a.m. local time In the Conference Center located at 1999 Avenue of the Stars, Los Angeles, California 90067. At the 2018 Annual Meeting, you will be asked to: 1. Elect each of the 9 directors named in the Proxy Statement accompanying this notice to the Company's Board of Directors to serve until the Company's 2019 Annual Meeting of Stockholders. The Board of Directors recommends that you vote FOR each of the director nominees. 2. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2018. The Board of Directors recommends that you vote FOR the ratification of the selection of Ernst & Young LLP. 3. Vote to approve the Company's executive compensation, on an advisory basis. The Board of Directors recommends that you vote FOR the Company's executive compensation on an advisory basis. 4. To consider and act upon a stockholder proposal regarding special stockholder meetings if properly presented at the Annual Meeting. The Board of Directors recommends that you vote AGAINST the stockholder proposal. We will also attend to any other business properly presented at the 2018 Annual Meeting and any adjournment or postponement thereof. The foregoing items of business are more fully described in the Proxy Statement that IS attached to, and a part of, this notice. Only common stockholders of record at the close of business on January 3, 2018, can vote at the 2018 Annual Meeting or any adjournment or postponement thereof. By order of the Board of Directors, Christina Ching Corporate Secretary Los Angeles, California January 18, 2018 Whether or not you plan to attend the 2018 Annual Meeting in person, we request that you vote (a) by Internet, (b) by telephone or (c) by requesting a printed copy of the proxy materials and using the proxy card or voting instruction card enclosed therein as promptly as possible in order to ensure your representation at the 2018 Annual Meeting. You may revoke your proxy at any time before it is exercised by giving our Corporate Secretary written notice of revocation, submitting a later-dated proxy by Internet, telephone or mail or by attending the 2018 Annual Meeting and voting in person. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the 2018 Annual Meeting, you must obtain from the record holder a proxy issued in your name. Table of Contents Proxy Statement Summary 1 Introduction 6 Information Regarding Voting at the 2018 Annual Meeting 7 Proposal 1: Election of Directors 9 Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm 13 Proposal 3: Advisory Resolution to Approve Executive Compensation 14 Proposal 4: Stockholder Proposal Regarding a Special Stockholder Meeting 16 Proposal 4: Board of Directors' Statement in Opposition to the Stockholder Proposal 17 Corporate Governance 18 Executive Officers 26 Compensation Discussion and Analysis (CD&A) 28 Compensation Governance, Process and Decisions 40 2017 Elements of our Named Executive Officer Compensation 44 Performance Earnings Program — 2017 Actual Achievements and Payouts 50 Other Programs, Policies and Guidelines 51 Report of the Compensation/Organization Committee of the Board of Directors 54 Executive Compensation Tables 55 Compensation Committee interlocks and Insider Participation 69 Report of the Audit Committee of the Board of Directors 70 Audit Fees 71 Security Ownership of Certain Beneficial Owners and Management 72 Other Information 74 Annex A A-1 Meeting Information Record Date: Meeting Date: Location: January 3, 2018 February 28, 2018, 8:00 A.M. (Pacific Time) Conference Center, 1999 Avenue of the Starts, Los Angeles, CA 90067 This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting. We made this Proxy Statement first available to stockholders on January 18, 2018. Stockholder Voting Matters Board's Voting Page Recommendation Reference Proposal Elect directors to serve until our 2019 Annual Meeting of Stockholders. FOR EACH 8 Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for Fiscal Year 2018. FOR 12 Advisory vote to approve our executive compensation. FOR 13 AGAINST 15 Stockholder proposal regarding a special stockholder meeting. How to Vote Vote Online Vote by Phone Vote by Mali You can vote your shares online by following the instructions on your proxy card (www envisionreports.com/ACM). You can vote your shares by phone by following the instructions on your proxy card (1-800-652-8683) — or scan the QR code. You can vote your shares by mail by requesting a printed copy of the proxy materials and signing, dating and mailing the enclosed proxy card to; AECOM 1999 Avenue of the Stars, Suite 2600 Los Angeles. CA 90067 Attn Corporate Secretary Our Board of Directors Name Age Director Since Primary (or Former) Occupation Committee Independent Memberships Michael S. Burke' 54 2014 Chairman of the Board and Chief Executive Officer, AECOM No None James H. Fordycef 58 2006 Co-Founder and Co-Chief Executive Officer, Stone Canyon Industries LLC Yes CO*, SRS Senator William H. Frist 65 2014 Partner, Cressey & Company Yes A, NG Linda Griego 70 2005 President and Chief Executive Officer, Griego Enterprises Inc. Yes CO, NG* David W JOGS 64 2012 Former Chairman, CMS Energy, Chairman, Consumers Energy Corporation Yes A, NG Dr. Robert J. Routs 71 2010 Executive Director (Retired), U S Downstream Operations, Royal Dutch Shell pic Yes CO, SRS* Clarence T Schmitz 69 2014 Co-Founder and Former Chief Executive Officer, Outsource Partners International Inc. Yes A*, CO A, SRS Douglas W Stotlar 57 2014 Former President and Chief Executive Officer, Con-way Inc. Yes Daniel R Tishman 62 2010 Vice Chairman, AECOM No SRS General Janet C Wolfenbarger 59 2015 General (Retired), United States Air Force Yes NG, SRS A = Audit Committee CO = Compensation/Organization Committee NG = Nominating and Governance Committee SRS = Strategy, Risk & Safety Committee ' = Committee Chair t - Chairman of the Board 4- = Lead Independent Director Board Age and Tenure Age Tenure 62.9 yrs average age 6.2 Years average tenure i 10-12 Years 50's 60's 70's Board Skills and Experience Listed below are the skills and experience that we consider Important for serving on our Board. Board members should possess a combination of the skills, professional experience and diversity of backgrounds necessary to oversee AECOM's business. SENIOR LEADERSHIP EXPERIENCE INDUSTRY EXPERTISE 6/10 Directors Directors who have served In senior leadership positions are Important to us, as they have the experience and perspective to analyze, shape, and oversee the execution of Important operational and policy Issues. Directors with Industry experience are a key asset to our team as their Industry experience and knowledge provides valuable oversight and direction In managing, growing and improving our business. PUBLIC / PRIVATE COMPANY BOARD EXPERIENCE GOVERNMENT / REGULATORY EXPERTISE 7/10 Directors Directors with Board experience understand the dynamics and operation of a corporate Board, the relationship of a Board to the CEO and other management personnel, and how to oversee an ever-changing mix of strategic, operational and compliance-related matters. Directors who have served In government positions provide experience and insights that help us work constructively with governments around the world and address significant public policy issues. FINANCIAL EXPERTISE INTERNATIONAL EXPERTISE 6,'10 Directors Knowledge of financial markets, financing and funding operations, and financial and accounting reporting processes is also important. This experience assists our Directors In understanding, advising on, and overseeing our capital structure, finance and investing activities, and our financial reporting and internal controls. 5/10 Directors Directors with International experience provide valuable business and cultural perspectives regarding many Important aspects of AECOM's business given AECOM's vast global reach. Significant Recent Corporate Governance Actions As a result of constructive stockholder dialogue, we recently implemented several significant corporate governance actions including amending and restating our Bylaws to adopt proxy access, provide stockholders with a right to call a special meeting and to remove supermajority provisions to approve business combinations. These favorable stockholder measures balance the expansion of new stockholder rights while also safeguarding the long-term Interests of AECOM and its stockholders. Corporate Governance Actions — Fiscal Year 2017 Adopted Right to Call a Special Meeting of Stockholders Adopted Proxy Access for Director Nominations Removed Supermajority Provision to Approve Business Combinations • Stockholders owning 25% or more of our shares may request a special meeting of stockholders • Stock ownership threshold of 3% • Holding period of 3 years • May submit nominees consisting of up to 20% of our Board or two directors \/ Up to 20 stockholders may group together to reach 3% stock ownership threshold {/ Supermajority Provision to Approve Business Combinations was Eliminated Corporate Governance Information Size of Board Number of Independent Directors 10 8 Audit, Compensation/Organization and Nominating and Governance Committees Consist Entirely of Independent Directors Yes Annual Election of All Directors Yes Annual Advisory Say-on-Pay Vote Yes All Directors Attended at Least 75% of Meetings Held Yes Independent Directors Meet Regularly in Executive Session Yes Annual Board and Committee Self Evaluations Yes Code of Business Conduct and Ethics Yes Corporate Governance Guidelines Yes Stock Ownership Guidelines for Directors and Executive Officers Yes Stockholder Rights Plan (Poison Pill) No Proxy Access Yes Stockholder Right to Call a Special Meeting Yes Supermajority Provision to Approve Business Combinations No Significant Recent Executive Compensation Actions As further described on pages 27 to 37, AECOM actively seeks stockholder input to help inform the Company's periodic evaluation of its compensation plans with a focus on strengthening the link between pay and performance and incentivizing stockholder value creation. Plan Design Changes — Fiscal Year 2017 Annual Cash Bonus (Short Term Incentive) y/ Updated metrics to be adjusted net income and operating cash flow at the enterprise level. • Added a relative Total Shareholder Return metric. Long-Term Incentive Equity Awards • Added third annual performance period. • Measuring three years of performance. Plan Design Changes — Fiscal Year 2018 Annual Cash Bonus (Short Term Incentive) \/ Added "per share" to adjusted net income and operating cash flow financial metrics. Executive Compensation Practices AECOM Employs the Following Executive Compensation Practices Pay-for-Performance — We condition a majority of the compensation for Named Executive Officers (NEOs) on the achievement of earnings, cash flow and relative TSR objectives to ensure alignment with our stockholders' interests. Stockholder Engagement— We engage with stockholders throughout the year about our compensation program. Stock Ownership Guidelines — We have stock ownership guidelines that require Section 16 officers to maintain a significant equity stake in the Company. The CEO ownership guideline is six times base salary and the guideline for other NEOs is three times base salary. Independent Consultant — We utilize the services of an independent compensation consultant who does not provide any other services to the Company. Tally Sheets — We use tally sheets in assessing executive total compensation. Clawback Policy — We maintain a clawback policy that allows us to recoup a portion of the incentive-based compensation awards paid to current and former Section 16 officers during the three fiscal years before an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Risk Assessment — Our compensation consultant performs an independent risk assessment of compensation programs. Say-on-Pay Vote — We have a policy to hold an advisory vote to approve the Company's executive compensation on an annual basis. Competitive Analysis — We annually seek to understand labor market trends pertaining to amount and form of executive pay delivery through comprehensive competitive analyses. AECOM Does Not Employ the Following Stock Option Repricing — Our stock plan prohibits re-pricing underwater stock options or stock appreciation rights without stockholder approval. Single Trigger Equity Acceleration — We do not maintain plans or agreements that provide for automatic single-trigger equity acceleration or severance payments in connection with a change in control (rather any payment of benefit requires a qualifying termination of employment following a change in control known as "double trigger"). Tax Gross-Ups — We do not provide tax gross-ups on change in control severance benefits to NEOs. Hedging and Pledging — We prohibit hedging transactions involving Company securities and do not allow trading in puts, calls, options or other similar transactions involving Company securities. In addition, we prohibit the pledging of Company securities except in certain limited circumstances subject to Company approval and demonstration of the ability to repay the applicable loan without selling such securities. AECOM 19S3 AVENUE OF THE STARS. SUITE 2600 LOS ANGELES, CALIFORNIA 90067 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 28. 2018 This Proxy Statement Is furnished in connection with the solicitation of proxies, on behalf of the Board of Directors of AECOM, a Delaware corporation ("we," "our," the "Company" or "AECOM"), for use at our 2018 Annual Meeting of Stockholders ("2018 Annual Meeting") to be held on February, 28, 2018, at 8:00 a.m. local time, or at any adjournment or postponement thereof. At the 2018 Annual Meeting, you will be asked to consider and vote on the matters described in this Proxy Statement and in the accompanying notice. The 2018 Annual Meeting will be held in the Conference Center located at 1999 Avenue of the Stars, Los Angeles, California 90067. Only common stockholders of record at the close of business on January 3, 2018, which is the record date for the 2018 Annual Meeting, are permitted to vote at the 2018 Annual Meeting and any adjournment or postponement thereof. The Company's Board of Directors (the "Board of Directors" or "Board") is soliciting your vote to: 1. Elect each of the 9 directors named in this Proxy Statement to the Company's Board of Directors to serve until the Company's 2019 Annual Meeting of Stockholders. 2. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2018. 3. Approve the Company's executive compensation, on an advisory basis. 4. Vote against a stockholder proposal regarding a special stockholder meeting threshold. We utilize the U.S. Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this e-proxy process expedites stockholders' receipt of proxy materials while also lowering the costs and reducing the environmental impact of our annual meeting. On January 18, 2018, we began mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to all stockholders of record as of January 3, 2018, and posted our proxy materials on the website referenced in the Notice. As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Tiie Notice of Internet Availability of Proxy Materials, Proxy Statement and our Annual Report on Form 10-K are available at investors.aecom.com. Proxies You may vote your shares in person at the 2018 Annual Meeting or by proxy if you are a record holder. There are three ways to vote by proxy: (1) on the Internet or by following the instructions on the Notice or proxy card, (2) by telephone by calling 1-800-652-8683 and following the instructions on the Notice or proxy card or (3) by requesting a printed copy of the proxy materials and signing, dating and mailing the enclosed proxy card to our Corporate Secretary at the address below. If your shares are held in the name of a bank, broker or another holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet and telephone voting will also be offered to stockholders owning shares through certain banks and brokers. You may revoke your proxy at any time before it is exercised at the 2018 Annual Meeting by (1) giving our Corporate Secretary written notice of revocation, (2) delivering to us a signed proxy card with a later date, (3) granting a subsequent proxy through the Internet or telephone or (4) by attending the 2018 Annual Meeting and voting in person. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to AECOM, 1999 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary. All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxy. Other than with respect to certain trustees who hold our shares in trust, if you submit proxy voting instructions but do not direct how to vote on each item, the persons named as proxies will vote in favor of each of the proposals. Our Board is unaware of any matters other than those described in this Proxy Statement that may be presented for action at our 2018 Annual Meeting. If other matters do properly come before our 2018 Annual Meeting, however, it is intended that shares represented by proxies will be voted in the discretion of the proxy holders. If you are a beneficial owner and hold your shares in the name of a bank, broker or another holder of record and do not return the voting instruction card, the broker or another nominee may vote your shares on each matter at the 2018 Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, which include the ratification of the selection of the independent registered public accounting firm. Brokers will not have the discretion to vote on any of the other proposals presented at the 2018 Annual Meeting. To gam admission to our 2018 Annual Meeting in person you will need to bring documentation proving that you are the owner of our common stock as of our record date, January 3, 2018, and a valid photo ID. No cameras, recording equipment, telephones or other electronic devices with recording capabilities will be allowed during the 2018 Annual Meeting. Solicitation of Proxies We will pay the entire cost of soliciting proxies. In addition to soliciting proxies by mail and by the Internet, we will request banks, brokers and other record holders to send proxies and proxy materials to the beneficial owners of our common stock and to secure their voting instructions, if necessary. We will reimburse record holders for their reasonable expenses in performing these tasks. In addition, we have retained Georgeson Inc. to act as a proxy solicitor in conjunction with the 2018 Annual Meeting. We have agreed to pay Georgeson Inc. a fee of 315,000 plus reasonable expenses, costs and disbursements for proxy solicitation services. If necessary, we may use our regular employees, who will not be specially compensated, to solicit proxies from stockholders, whether personally or by telephone, letter or other means Record Date and Voting Rights Our Board has fixed January 3, 2018, as the record date for determining the stockholders who are entitled to notice of, and to vote at, our 2018 Annual Meeting. Only common stockholders of record at the close of business on the record date will receive notice of, and be able to vote at, our 2018 Annual Meeting. As of the record date, there were 158,994,772 shares of our common stock outstanding held by 2,455 record holders. A majority of the stock issued and outstanding and entitled to vote must be present at our 2018 Annual Meeting, either in person or by proxy, in order for there to be a quorum at the meeting. Each share of our outstanding common stock entitles its holder to one vote. Shares of our common stock with respect to which the holders are present in person at our 2018 Annual Meeting but not voting, and shares for which we have received proxies but with respect to which holders of the shares have abstained, will be counted as present at our 2018 Annual Meeting for the purpose of determining whether or not a quorum exists. "Broker non-votes" will also be counted as present for the purpose of determining whether a quorum exists. Broker non-votes are shares of common stock held by brokers or nominees over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee has not received specific voting instructions from the beneficial owner. Our Board urges you to vote promptly by either (1) electronically submitting a proxy or voting instruction card over the Internet, (2) by telephone or (3) by delivering to us or to your broker, as applicable, a signed and dated proxy card. Votes will be tabulated by the inspector of election appointed for the 2018 Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Year-End Reporting Convention We report our results of operations based on 52- or 53-week periods ending on the Friday nearest September 30. For clarity of presentation, all periods are presented as if the fiscal year ended on September 30. Our Board is currently composed of 10 members, 9 of whom are standing for re-election at the 2018 Annual Meeting for a one-year term. Mr. Joos is not standing for re-election at the 2018 Annual Meeting and we thank Mr. Joos for his past service on the Board. Directors elected at the 2018 Annual Meeting will serve until the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified. If a quorum is present at our 2018 Annual Meeting, the 9 nominees receiving the greatest number of votes will be elected. Shares represented by proxies will be voted, if authority to do so is not withheld, for the election of each of the 9 nominees named in this Proxy Statement. Each of the nominees has consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. In the event that any nominee is unavailable for re-election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee as our Board may propose. Director Qualifications The Board believes that, as a whole, board members should possess a combination of the skills, professional experience and diversity of backgrounds necessary to oversee the Company's business. The Nominating and Governance Committee is responsible for developing and recommending Board membership criteria to the full Board for approval. The criteria, which are set forth in the Company's Corporate Governance Guidelines, include the highest professional and personal ethics and values, commitment to enhancing stockholder value with sufficient time to effectively carry out his or her duties and business acumen. In considering director candidates, the Nominating and Governance Committee looks for business experience and skills, judgment, integrity, an understanding of such areas as finance, marketing, regulation and public policy and the absence of potential conflicts with the Company's interests. In particular, the Nominating and Governance Committee seeks candidates that have skills/experience in the following areas, each of which it is views as particularly important: senior leadership experience, industry experience, public/private company board experience, financial expertise, government/regulatory expertise and international expertise. The Nominating and Governance Committee believes that it is essential that Board members represent diverse viewpoints and backgrounds. The Nominating and Governance Committee periodically reviews the appropriate skills and characteristics required of Board members in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of the Company's stockholders. In conducting this assessment, the Nominating and Governance Committee considers diversity, skills and such other factors as it deems appropriate to maintain a balance of knowledge, experience and capabilities. This periodic assessment enables the Board to update the skills and experience it seeks in the Board, as a whole and in individual directors, as the Company's needs evolve over time and to assess the effectiveness of efforts at pursuing diversity. From time to time, while identifying director candidates, the Nominating and Governance Committee may establish specific skills and experience that it believes the Company should seek in order to constitute a balanced and effective Board. The following section sets forth certain background information on the 9 nominees for election as directors, each of whom is a current director of the Company, as well as each individual's specific experience, qualifications and skills that led our Board to conclude that each such nominee/director should serve on our Board. Noiiiiiiaos for D'roctors Michael S. Burke, 54, was appointed Chief Executive Officer of the Company and was elected to the Board in March 2014. In March 2015, Mr. Burke was appointed Chairman of the Board, see also the section entitled "CORPORATE GOVERNANCE — BOARD LEADERSHIP STRUCTURE." He previously served as President of AECOM from October 2011 to March 2014, Chief Financial Officer from December 2006 to September 2011 and Executive Vice President from May 2006 to September 2011. He also served as Chief Corporate Officer from May 2006 to January 2009. Mr. Burke joined AECOM as Senior Vice President, Corporate Strategy, in October 2005. From 1990 to 2005, Mr. Burke was with the accounting firm KPMG LLP. He served in various senior leadership positions, including as a Western Area Managing Partner from 2002 to 2005 and as a member of KPMG LLP's Board of Directors from 2000 through 2005. While on the KPMG Board of Directors, Mr. Burke served as the Chairman of the Board Process and Governance Committee and was a member of the Audit and Finance Committee. Additionally, he served on the Board of Director of Rentech Nitrogen Partners L.P. and Rentech Inc. until April 2016 and June 2017, respectively. Mr. Burke also serves on various charitable and community boards. Mr. Burke brings to our Board a thorough understanding of AECOM's business, industry and operations based on his senior positions, including as Chief Executive Officer of the Company. Mr. Burke also brings extensive accounting, financial and business experience as a result of his tenure and senior positions at KPMG LLP. James H. Fordyce, 58, was appointed to our Board in February 2006. Mr. Fordyce is the Co-Founder and Co-Chief Executive Officer of Stone Canyon Industries LLC, a global industrial holding company founded in 2014. He was a Managing Director at J.H. Whitney Capital Partners LLC, a private investment firm, from 1996 to 2014. Mr. Fordyce began his career at Chemical Bank in 1981 and later joined Heller Financial Inc. Mr. Fordyce serves on various charitable and community boards, including Providence Saint John's Health Center Local Board of Directors, where he is the treasurer, and the Unit Scholarship Fund honoring those Special Operations Soldiers who selflessly serve our Nation. Mr. Fordyce brings to our Board significant financial and investment experience as a result of his position at Stone Canyon Industries LLC and J.H. Whitney Capital Partners LLC, where he oversaw significant debt and equity investments for the firm. In addition, he brings experience from his current and prior service on private and public company boards. Senator William H. Frist, 65, was appointed to our Board in October 2014 in connection with AECOM's acquisition of URS Corporation. He previously served as a director of URS Corporation from November 2009 until AECOM's acquisition of URS in October 2014. Senator Frist has served as a partner at Cressey & Company LP, a private investment firm, since 2007. He also served as Distinguished University Professor at Vanderbilt University from 2008 until 2010. Senator Frist was a United States Senator from Tennessee from 1995 until 2007, and was Majority Leader of the United States Senate from 2003 until 2007. He has served as a director of Select Medical Corporation since May 2010. Senator Frist serves on the boards of several other organizations, including the Kaiser Family Foundation, the Robert Wood Johnson Foundation, Aegis Science Corporation and Accolade Inc. Senator Frist's experience as a legislator, including as former Majority Leader of the United States Senate, gives him the leadership and consensus-building skills necessary to assist our Board in a range of its activities. He has extensive knowledge of the workings of government and, as a former member of the Senate Finance Committee, of the federal budgeting process, which is beneficial given that a portion of our business activities are regulated and directly affected by governmental actions. Linda Griego, 70, was appointed to our Board in May 2005. Ms. Griego has served as President and Chief Executive Officer of Griego Enterprises Inc. a business management company, since 1985. She was the Founder and Managing General Partner of Engine Co. No. 28, a restaurant in downtown Los Angeles, from 1988 until 2010. She also served as Interim President and Chief Executive Officer of the Los Angeles Community Development Bank and was Deputy Mayor of Los Angeles. She is currently a director of CBS Corporation and the American Balanced Fund, the Income Fund of America, the International Growth and Income Fund, the Developing World Growth and Income Fund, the Smallcap World Fund, the Growth Fund of America, and the Fundamental Investors, which are managed by Capital Group. Ms. Griego is a chair of the MLK Health and Wellness Community Development Corporation and serves as a trustee of the David and Lucile Packard Foundation and the Ralph M. Parsons Foundation. She previously chaired the Board of Southwest Water Company and served as a Los Angeles Branch Director of the Federal Reserve Bank of San Francisco. Ms Griego brings executive management experience and expertise in government relations and public policy through her government appointments and service on not-for-profit boards Her service on the boards of a number of large companies, including her prior service as the Independent Chair of Southwest Water Company. 10 provides our Board with insight regarding corporate governance matters, which is a key area of focus in today's corporate environment. Dr. Robert J. Routs, 71, was appointed to our Board in December 2010. From 2004 until his retirement in 2008, Dr. Routs served as Executive Director, U.S. downstream operations, of Royal Dutch Shell pic, part of a global group of energy and petrochemical companies, and as Chairman of Shell Canada. Prior to that time, he served as Group Managing Director for oil products and refining from 2003 to 2004; President and Chief Executive, Shell Oil Products U.S. from 2002 to 2003; and President and Chief Executive, Equilon Enterprises LLC, a Shell-Texaco joint venture, from 2000 to 2002. Dr. Routs began his career at Royal Dutch Shell in 1971, serving in regional manufacturing and global general manager positions throughout his tenure. He also serves on the Board of Directors of AEGON N.V., AP Moller-Maersk, ATCO Ltd. and Royal DSM N.V., however. Dr. Routs has announced his intention to leave the AEGON N.V. board of directors in May 2018. Dr. Routs previously served on the Board of Directors of Royal KPN until 2014 and Canadian Utilities from 2008 to 2012. Dr. Routs was appointed to our Board for his global energy sector leadership as well as his operating and board experience. These qualifications provide our Board with valuable international business experience and knowledge, which is particularly relevant in light of the global scope of the Company's operations. Clarence T. Schmltz, 69, was named to our Board in June 2014. He served as Chairman, Co-founder and Chief Executive Officer of Outsource Partners International Inc., a provider of finance, accounting and analytics outsourcing services, until his retirement in June 2012. He was previously Executive Vice President and Chief Financial Officer of Jefferies Group Inc. from January 1995 to January 2000. He held a number of leadership positions at KPMG LLP from June 1970 to January 1995, including National Managing Partner, and served on Its Board of Directors and Management Committee. Mr. Schmitz has served as Chairman of the Board of Trustees of the National Childhood Cancer Foundation and on the Board of Trustees of The City of Hope. Mr. Schmitz brings to our Board an extensive career in the professional services industry that spans four decades, with significant global experience as an executive and board member. Douglas W. Stotlar, 57, was appointed to our Board in October 2014 in connection with AECOM's acquisition of URS Corporation. He previously served as a director of URS Corporation from March 2007 until AECOM's acquisition of URS in October 2014. Mr. Stotlar served as President, Chief Executive Officer and Director of Con-way Inc., a transportation and logistics company (previously known as CNF Inc.), from April 2005 until October 2015. He served as President and Chief Executive Officer of Con-way Transportation Services Inc., a regionaLtrucking subsidiary (CTS), from 2004 until 2005. Mr. Stotlar also served as CTS' Executive Vice President and Chief Operating Officer from 2002 until 2004, and as CTS' Executive Vice President of Operations from 1997 until 2002. He also served as Vice President at large and was a member of the executive committee of the American Trucking Association and as a director for the Detroit branch of the Federal Reserve Bank of Chicago. Mr. Stotlar currently serves as a director at Reliance Steel & Aluminum Co. and as a director at LSC Communications, Inc. In addition, he serves on the board of a not-for-profit organization. Mr. Stotlar brings to our Board substantial knowledge of the transportation and logistics sector, which is relevant to our business activities. In addition, due to his prior experience as the former Chief Executive Officer of a public company, Mr. Stotlar contributes valuable experience with corporate governance practices, labor and stockholder relations matters, as well as current legal and regulatory requirements and trends. Daniel R Tishman, 62, was appointed to our Board and as Vice Chairman of the Company in July 2010 in connection with our acquisition of Tishman Construction Corporation. He has also served as Chairman of the Board of Directors and Chief Executive Officer of Tishman Construction, a leading construction management firm, since 2000, and is Vice Chairman and a member of the Board of Tishman Hotel & Realty LP. Mr. Tishman serves on the boards of the Real Estate Board of New York, the Natural Resources Defense Council, the Albert Einstein College of Medicine, the National September 11 Memorial & Museum and the UJA-Federation of NY. He also serves as an adviser to several government organizations. Mr Tishman brings to our Board strong knowledge, management and operational experience in the construction management industry, in particular on large-scale development projects such as the rebuilding of the World Trade Center site in New York City and other major projects. General Janet C. Wolfenbarger, USAF Retired, 59, was appointed to our Board in August 2015. General Wolfenbarger has served as a 35-year veteran of the Air Force and was the branch's first female four-star 11 general, where she commanded the Air Force Materiel Command (AFMC) at Wright-Patterson Air Force Base in Ohio from 2012 until her retirement on July 1, 2015. General Woifenbarger also served as the military deputy to the Assistant Secretary of the Air Force for Acquisition and as the Service's Director of the Acquisition Center of Excellence at the Pentagon. General Woifenbarger also directed the B-2 System Program Office and commanded the C-17 Systems Group for the Aeronautical Systems Center at Wright-Patterson. After her retirement, General Woifenbarger was selected to serve as the Chair of the Defense Advisory Committee on Women in the Services (DACOWITS), as Honorary Co-Chair of the Woman in Military Service for America Memorial (WIMSA) Board, and as a Trustee of the Falcon Foundation. She also serves as a consultant on the Strategic Advisory Board of Physical Optics Corporation. General Woifenbarger brings to our Board a distinguished career serving as a senior leader in the military as well as significant international experience. These qualifications provide our Board with valuable international and government-related experience, which is particuiarly relevant in light of our extensive global government business operations. Vote Required and Recommendation of the Board of Directors The vote of a plurality of the shares present in person or represented by proxy and entitled to vote on the election of directors at the 2018 Annual Meeting is required to elect the nominees to the Board. This means that the 9 individuals nominated for election to the Board who receive the most "FOR" votes (among votes properly cast in person or by proxy) will be elected. Abstentions and broker non-votes are not counted for purposes of the election of directors. The Board of pirectorCrecommends that you .vote FOR the ejection of each nomine^ for dif^^r. 12 " 1ATIF3CATI0N OF SELECTSON 3 The Audit Committee of our Board has retained Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending September 30, 2018. A representative of Ernst & Young LLP is expected to be present at the 2018 Annual Meeting and vi/ill have.an opportunity to make a statement if the representative so desires, and will be available to respond to appropriate questions. Reasons for the Proposal The selection of our independent registered public accounting firm is not required to be submitted for stockholder approval, but the Audit Committee of our Board is seeking ratification of its selection of Ernst & Young LLP from our stockholders as a matter of good corporate practice. If stockholders do not ratify this selection, the Audit Committee of our Board will reconsider its selection of Ernst & Young LLP and will, in its sole discretion, either continue to retain this firm or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the fiscal year if it determines that such a change would be in the Company's best interests and the best interests of our stockholders. Vote Required and Recommendation of the Board of Directors The ratification of our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal at the 2018 Annual Meeting. Abstentions will be counted as present and will have the effect of a vote against the proposal. Brokers have discretion to vote on the ratification of our independent registered public accounting firm and, as such, no votes on this proposal will be considered broker non-votes. iThe' Bp^d of Directors'recb^mmend'^Ui^yoWote'F^^ 13 -of-Ernst & Young;LLP;.T-T.j;r:::V---ir:' ^ In accordance with Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory basis, AECOM's executive compensation as reported in this Proxy Statement. At AECOM, executive compensation plans are driven by short- and long-term financial performance metrics that are designed to enhance financial performance and drive long-term stockholder value. As such, based on direct stockholder feedback, AECOM's executives are incentivized on earnings, cash flow and total shareholder return. Pinanclal & Strategic AccorTiplishments Drove Strong Stock Performance Revenue increased by 5% and organic revenue increased by 4%^ in fiscal year 2017, which was a key objective that reflects strong execution of the Company's strategy and vision. Operating cash flow of $697 million and free cash flow' of $618 million in the year, building on a demonstrated track record of delivering industry-leading cash flow performance. Consistently strong cash flow since closing the URS transaction in October 2014, enabled three key actions in fiscal year 2017: - The $175 million acquisition of Shimmick Construction to enhance the Company's integrated delivery offering with a strong civil construction platform in the Western U.S. that complements our leading design capabilities; - Announcement of a new capital allocation policy focused on continued debt reduction and a $1 billion stock repurchase program; and - The issuance of a $1 billion, 10-year bond at historically attractive interest rates, with the proceeds used to reduce existing indebtedness. Substantial investments in business development resulted in 11% total backlog growth, including a record of over $23 billion of wins, which resulted in a record $48 billion backlog. The Company sold its first AECOM Capital property for an approximately 30% internal rate of return, which was in addition to fees earned by the Construction Services segment. The sale marked a major milestone in the advancement of the Company's design, build, finance and operate vision, and was a key precedent transaction that cements the Company as a development partner of choice. As a reflection of these accomplishments, AECOM delivered Total Shareholder Return (TSR) of 24% in fiscal year 2017, substantially outperforming the Engineering & Construction (E&C) industry peers' and the Company's Proxy Group. Defined at constant currency and excludes revenue associated with actual and planned non-core asset and business dispositions. Free cash flow is defined as cash flow from operations less capital expenditures net of proceeds from disposals E&C peers include Chicago Bridge & Iron Company N V., Fluor, Jacobs Engineering Group and KBR 14 New Capita! Aiiocation Policy Further Aligns Management with Stockholders In September 2017, the Company announced a new long-term capital allocation policy designed to maximize stockholder value. The policy includes the following core components: Allocating substantially all free cash flow to debt reduction until achieving net debt-to-EBITDA" of 2.5x, which is expected to occur by the end of fiscal year 2018. Upon achievement of 2.5x net leverage, the Company intends to return substantially all free cash flow to investors through a new $1 billion stock repurchase authorization as part of the longer-term capital allocation framework. Acquisitions are expected to be limited to strategic, niche targets that will not adversely impact the Company's 2.5x net leverage target. We urge stockholders to read the "COMPENSATION DISCUSSION AND ANALYSIS" section in this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the "SUMMARY COMPENSATION TABLE" and related compensation tables and narrative, which provide detailed information on the compensation of our NEOs. The Compensation/Organization Committee and the Board believe that the policies, procedures and programs articulated in the "COMPENSATION DISCUSSION AND ANALYSIS" are effective in achieving our goals and that the compensation of our NEOs reported in this Proxy Statement has supported and contributed to the Company's success. We are asking stockholders to approve the following advisory resolution at the 2018 Annual Meeting: RESOLVED, that the stockholders of AECOM (the "Company") approve, on an advisory basis, the compensation of the Company's Named Executive Officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company's 2018 Annual Meeting of Stockholders. This advisory resolution, commonly referred to as a "Say-on-Pay" resolution, is non-binding on the Company, the Board and the Compensation/Organization Committee and will not be construed as overruling a decision by, nor creating nor implying any additional fiduciary duty for, the Company, the Board of the Directors or the Compensation/Organization Committee. However, the Board and the Compensation/Organization Committee will review and consider the voting results on this proposal when evaluating our executive compensation program. Vote Required and Recommendation of the Board of Directors The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the advisory resolution on the Company's executive compensation at the 2018 Annual Meeting is required to approve the advisory resolution on the Company's executive compensation. Abstentions will be counted as present and will have the effect of a vote against the proposal. Broker non-votes will not be counted as participating in the voting on the proposal and will therefore have no effect on the outcome of the vote on the proposal. The; BoartifoWbirectors recommends that you v ote FOR the adyispry resolution to1 approve executive - .Lc-; ;• • - -v...•••••••• • r -' •• • •.<.>•• '<-s—s. •:•••/• .-.-•'v- • • rc'i&s'';.'- •' Net debt-lo-EBIIDA is comprised of EBITDA as defined in the Company's credit agreement and net debt as defined as total debt on the Company's financial statements, net of cash and cash equivalents 15 TOCKHOLDER PROPOSAL KEGARDING Mr. John Chevedden, 2215 Nelson Ave., No. 205 Redondo Beach, Calif. 90278, the beneficial owner of shares of the Company's common stock with a market value of more than $2,000, has requested that we include the following stockholder proposal and supporting statement in our proxy statement for the 2018 Annual Meeting. The stockholder proposal is required to be voted on at our Annual Meeting only if properly presented at the meeting. The stockholder proposal is presented verbatim below, and we disclaim all responsibility for the content or accuracy of the proposal or the proponent's supporting statement. The Board of Directors recommends a vote AGAINST this proposal for the reasons stated in our "Board of Directors' Statement in Opposition," which follows the proposal: Proposal 4 — Special Shareowner Meetings Resolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board's current power to call a special meeting. Hundreds of Fortune 1000 companies allow Stockholders to call special meetings. Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between annual meetings. (See negative director votes of concern below.) Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and issues may become moot by the next annual meeting. This is important because there could be 15-months or more between annual meetings. If our management adopts this proposal it will be one sign that management values our shareholder input. Our clearly improvable 'Corporate governance (as reported in 2017) is an added incentive to vote for this proposal. Issues of concern include: Related Party Transactions Severance Vesting issues Expense Recognition issues Negative Director Votes The following were 2017 negative director votes of particular concern: Robert Routs 27% James Fordyce 22% Clarence Schmitz 21% Linda Griego 21% Furthermore, these 4 directors were on our executive pay committee. It was disturbing that executive pay received 47% .in negative votes from shareholder in 2017 — once of the worse executive pay votes in 2017. Returning to the core topic of this proposal from the context of our clearly improvable corporate performance. Please vote to enhance shareholder value: Special Shareholder Meetings — Proposal 5 16 TATEMENT M rHE STOCK ni After careful consideration, our Board recommends that stockholders vote AGAINST this proposal. AECOM is supportive of a stockholder right to call a special meeting and the Board amended our Bylaws on November 15, 2017, to allow stockholders owning 25% or more of our outstanding common stock to call a special stockholder meeting upon written request to the Board. The Board adopted the special meeting right after careful consideration and believes that our existing special meeting right is most appropriate for AECOM and our stockholders at this time. By amending bur Sy/^ivs/ frtMsoaii'® balance providing stockhpiders witHva meaningful right to call a special meeting while also safeguarding the^l^^ef 'mphterests of AECOM and its ' jail's' stockholders. The Board evaluated a number of different factors in adopting the stockholder right to call a special meeting, including the interests of our total stockholder base, the resources required to convene a special meeting and the existing opportunities our stockholders have to engage with the Company between annual meetings to provide their perspectives and engage in substantive dialogue. The Board also considered the characteristics and composition of our stockholder base, including, as disclosed on page 70 that a single investor holds over 14.4% of our outstanding common stock and three additional stockholders each hold approximately 7.7%, 7.4% and 5.1% of our common stock. The Board believes that allowing stockholders owning 25% or more of our outstanding common stock the right to call a special meeting strikes a reasonable balance between enhancing our stockholders' ability to act on important and urgent matters and protecting against misuse of the right by a few individuals whose interests may not be shared by the majority of stockholders. In addition, the Board believes that the 25% threshold is the most common special meeting threshold in place at other public companies. Convening a meeting of stockholders also imposes significant administrative and operational costs since we must prepare proxy statements, print and distribute materials, solicit proxies, and tabulate votes. The Board and management must devote time to preparing for and conducting the meeting, distracting them from managing the business and enhancing returns for all stockholders. Because special meetings require a considerable diversion of resources, they should be limited to circumstances where a substantial number of stockholders believe a matter is sufficiently urgent or extraordinary that it must be addressed between annual meetings. Unlike a 10% ownership threshold, our 25% threshold prevents a small minority of stockholders (or even a single stockholder) from calling a special meeting and imposing these costs on all stockholders even when most stockholders do not want a special meeting. Therefore, the Board believes that the existing 25% threshold contained in our recently amended Bylaws provides a balanced right for our stockholders to call a special meeting and that the adoption of this stockholder proposal is not necessary. Vofe Reciitired and Recomtinendation of the Board of Directors The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the 2018 Annual Meeting is required to approve the stockholder proposal. Abstentions will be counted as present and will have the effect of a vote against the proposal. Broker non-votes will not be counted as participating in the voting on the proposal and will therefore have no effect on the outcome of the vote on the proposal ;:The Board of Dir^tors riecomm that ybu^yote AGAINST the stockholder proposal. , 17 CORPORATE GOVERNANCE Board Meetings During our fiscal year ended September 30, 2017, our Board met four times, the Audit Committee met five times, the Compensation/Organization Committee met three times, the Nominating and Governance Committee met once and the Strategy, Risk and Safety Committee met six times. Each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of our Board and (2) the total number of meetings held by all committees of the Board on which he or she served during fiscal year 2017. Director Independence Currently, 8 of the 10 members of our Board are independent directors as defined in accordance with the listing standards of the NYSE. These standards provide that a director is independent only if our Board affirmatively determines that the director has no direct or indirect material relationship with the Company. They also specify various relationships that preclude a determination of director independence. Material relationships may include commercial, industrial, consulting, legal, accounting, charitable, family and other business, professional and personal relationships. Applying these standards, our Board, upon the recommendation of our Nominating and Governance Committee, annually reviews the independence of our directors. In its most recent review, our Board considered, among other things, the employment relationships between the Company and our directors and their families; the other specific relationships that would preclude a determination of independence under the NYSE independence rules; any affiliation of the Company's directors and their families with the Company's independent registered public accounting firm, compensation consultants, legal counsel and other consultants and advisors; any transactions with directors and members of their families that would require disclosure in this Proxy Statement under U.S. Securities and Exchange Commission ("SEC") rules regarding related person transactions; and the modest amount of our contributions to non-profit organizations of which some of our directors or members of their families are associated. Our Nominating and Governance Committee and the Board determined that the following members were independent as determined by the standards of the NYSE: James H. Fordyce, Senator William H. Frist, Linda Griego, David W. Joos, Dr. Robert J. Routs, Clarence T. Schmitz, Douglas W. Stotlar and General Janet C. Wolfenbarger. Board Leadership Structure The Board has been, and continues to be, a proponent of Board independence. As a result, the Company's corporate governance structures and practices provide for a strong, independent Board and include several independent oversight mechanisms, including a lead independent director, only independent directors serving as committee chairs and the directors' and committees' ability to engage independent consultants and advisors. The Audit, Compensation/Organization and Nominating and Governance Committees are composed entirely of independent directors. The Nominating and Governance Committee is responsible for recommending the appointment of a lead independent director, which is appointed by the Board. James Fl. Fordyce has served and been reappointed as the lead independent director since fiscal year 2016. Mr. Fordyce brings considerable financial expertise from his past business experience as well as essential corporate governance experience from his current and prior service on private and public company boards. 18 The intended purpose of establishing the position of lead independent director is to expand lines of communication between the Board and members of management. It is not intended to reduce the free and open access and communications that each independent board member has with other board members and members of management. The lead independent director has the following duties to organize, convene and preside over executive sessions of the non-employee and independent directors and promptly communicate approved messages and directives to the Chairman of the Board and the Chief Executive Officer; to consult with the Chairman of the Board and the Chief Executive Officer on agendas for Board meetings and other matters pertinent to the Company and the Board; to collect and communicate to the Chairman of the Board and the Chief Executive Officer the views and recommendations of the independent directors relating to his or her performance; and to perform such other duties and responsibilities as may be assigned from time to time by the independent directors. To complement this structure, the Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer in the best interests of the Company. The Board believes that the decision as to who should serve in those roles, and whether such offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandate when making these determinations. Additionally, the Board believes that it needs to retain the ability to balance the independent Board structure with the flexibility to appoint as Chairman of the Board someone with hands-on knowledge of, and experience in, the operations of the Company. Effective as of our 2015 Annual Meeting of Stockholders, the Board determined that the positions of Chairman of the Board and Chief Executive Officer would be held by Michael S. Burke. Mr. Burke has served as a key executive at the Company since 2005 where he gained unique insights into our business and the complex challenges we face, including being directly involved in the evolution of AECOM from a private company with approximately 22,000 employees into a public company with approximately 87,000 employees. The Board continues to believe that Mr. Burke is uniquely positioned to identify, lead and oversee the execution of our future strategic initiatives. The Board also believes that the established role of the lead independent director will continue to help ensure the effective independent functioning of the Board in fulfilling its oversight role. Therefore, in light of Mr. Burke's past tenure and his unique knowledge of the long-term goals of the Company, and because the lead independent director is empowered to play a significant role in the Board's oversight, the Board continues to believe that it is advantageous to continue to combine the positions of Chief Executive Officer and Chairman of the Board. Executive Sessions Executive sessions of non-employee directors are included on the agenda for every regularly scheduled Board meeting and, during fiscal year 2017, executive sessions were held at each regularly scheduled Board meeting. Executive sessions are chaired by the lead independent director. Board's Role in Risk Oversight The Board plays an active role, both as a whole and at the committee level, in overseeing management of the Company's risks. Management is responsible for the Company's day-to-day risk-management activities. The Company relies on a comprehensive risk management process to aggregate, monitor, measure and manage risks. The risk management process is designed to enable the Board to establish a mutual understanding with management of the effectiveness of the Company's risk management practices and capabilities, to review the Company's risk exposure and to elevate certain key risks for discussion at the Board level. The full Board monitors risk through regular reports from each of the committee chairs and is apprised of particular risk 19 management matters in connection with its general oversight and approval of corporate matters, as disclosed in the below charf :;B6ard; of I^rejctors: Oversees Major Risks Review the integrity of the organization's financial reporting process fvlonitor and oversee AECOM's compliance with respect to applicable laws and legal compliance matters ;^CorhjDehsatioh/, ^Qrganizatioir^^^ ^-.Codimitte^V'• Nominating and Governance Committee Oversee an annual assessment of risk relating to AECOM's compensation policies, programs and practices and report to the Board on the results of this assessment Develop and recommend to the Board for adoption the Corporate Governance Guidelines and codes of conduct and ethics applicable to AECOM Oversee AECOM's Government compliance activities and code of conduct and other compliance and ethics matters Discuss and review AECOM's Corporate Governance Guidelines with respect to risk assessment and risk management with the Strategy, Risk and Safety Committee ; Strategy, Risk and Safety Committee Review AECOM's risk governance structure, risk assessment and risk management practices Review AECOM's risk profile and strategy relating to key financial and investment risks Review AECOM's safety programs We believe the division of risk management responsibilities described above provides an effective framework for evaluating and addressing the risks facing the Company, and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committee chairs, to exercise effective oversight of the actions of management. Risk Assessment of Compensation Policies and Practices In fiscal year 2017, the Compensation/Organization Committee's independent consultant, Exequity LLP, conducted a risk assessment of the Company's compensation policies and practices as they apply to all employees, including executive officers. Exequity LLP reviewed the design features and performance metrics of our cash and stock-based incentive programs, along with the approval mechanisms associated with each, to determine whether any of these policies and practices could create risks that are reasonably likely to have a material adverse effect on the Company. As part of the review, several factors were noted that reduce the likelihood of excessive risk-taking: Our compensation mix is balanced among fixed components such as salary and benefits, annual incentive payments and long-term incentives, including PEP awards and restricted stock units granted under our Amended and Restated 2016 Stock Incentive Plan, which typically vest or are earned over three years. The Compensation/Organization Committee has ultimate authority to determine, and reduce, if appropriate and consistent with applicable arrangements, compensation provided to our executive officers, including each of the NEOs. The Compensation/Organization Committee, under its charter, has the authority to retain any advisor it deems necessary to fulfill its obligations and has engaged Exequity LLP as its independent consultant. Exequity performs services for the Compensation/Organization Committee as described in the Compensation Discussion and Analysis section of this Proxy Statement. 20 Our annual incentive programs for employees are funded in the aggregate based on the results of key financial metrics. Individual payouts are based on a combination of financial metrics as well as qualitative factors. Our long-term equity incentive awards, including PEP awards and restricted stock units granted under our Amended and Restated 2016 Stock Incentive Plan, are all approved by either the Compensation/ Organization Committee for our executive officers or by our Chief Executive Officer for non-executive officers. Our NEOs are subject to stock ownership guidelines, our insider trading policy and our clawback policy. Based on this assessment, the Company concluded that its compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Committees of the Board of Directors The Board of the Company has four standing committees: the Audit Comm^ittee, the Compensation/Organization Committee, the Nominating and Governance Committee and the Strategy, Risk and Safety Committee. In accordance with NYSE regulations, each member of the Audit Committee, the Compensation/Organization Committee, and the Nominating and Governance Committee has been determined by our Board to be "independent." The committees operate under written charters that are available for viewing on the "Corporate Governance" area of the "Investors" section of our website at www.aecom.com. The members of each of the Company's standing committees are as follows: Audit Committee Clarence T. Schmitz, Chair Senator William H. Frist David W. Joos Douglas W. Stotlar Compensation/Organization Committee James H. Fordyce, Chair Linda Griego Dr. Robert J. Routs Clarence T. Schmitz Notnirtating and Governance Committee Linda Griego, Chair Senator William Ft. Frist David W. Joos General Janet C. Wolfenbarger, USAF Retired Strategy, Risk and Safety Committee Dr. Robert J. Routs, Chair James H. Fordyce Douglas W. Stotlar Daniel R. Tishman General Janet C. Wolfenbarger, USAF Retired .^udit Commiitvv. The Audit Committee, which is composed solely of independent directors as defined under Rule 10A-3(b)(1) of the rules of the U.S. Securities and Exchange Commission and the regulations of the NYSE, appoints the Company's independent auditors, reviews the results and scope of the audit of our financial statements as well as other services provided by our independent auditors, reviews and approves audit fees and all non-audit services as well as reviews and evaluates our audit and control functions, including our 21 internal audit function. Our Audit Committee held five meetings during fiscal year 2017. Our Board has determined that Mr. Schmitz, Chair of the Audit Committee, and Mr. Joos each qualify as an "audit committee financial expert" as defined by the rules under the Exchange Act. The "REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS" is included in this Proxy Statement. CompensationiOrganization Committee. The Compensation/Organization Committee, which is composed solely of independent directors as defined under the regulations of the NYSE, non-employee directors, as defined under Rule 16b-3 of the Exchange Act, and outside directors for purposes of Section 162(m) of the Code, oversees our compensation plans. Such oversight includes decisions regarding executive management salaries, incentive compensation and long-term compensation plans, as well as Company-wide equity plans for our employees. This committee also reviews the Board's compensation plan for non-employee directors, determines whether independent compensation consultants should be utilized and oversees management succession planning. For further information regarding the Compensation/Organization Committee's processes and procedures for determining executive and non-employee director compensation, see the "COMPENSATION DISCUSSION AND ANALYSIS" section of this Proxy Statement. Our Compensation/Organization Committee held three meetings during fiscal year 2017. The "REPORT OF THE COMPENSATION/ORGANIZATION COMMITTEE OF THE BOARD OF DIRECTORS" is included in this Proxy Statement. Nominating and Governance Committee. The Nominating and Governance Committee is composed solely of independent directors as defined under the regulations of the NYSE and is responsible for recruiting and retaining qualified persons to serve on our Board, including recommending such individuals to the Board for nomination for election as directors; for evaluating director independence; and for oversight of our ethics and compliance activities. The Nominating and Governance Committee also considers written suggestions from stockholders, including potential nominees for election, and oversees other governance programs such as the Company's Corporate Governance Guidelines. This committee also conducts performance evaluations for directors being elected at each annual meeting of stockholders. Our Nominating and Governance Committee held one meeting during fiscal year 2017. Strategy, Risk and Safety Committee. The Strategy, Risk and Safety Committee reviews our corporate finance programs, proposed investments and acquisitions, our strategic plans, strategic initiatives, and the Company's overall policies regarding risk assessment, risk management and safety programs. Our Strategy, Risk and Safety Committee held six meetings during fiscal year 2017. Corporate Governance Guidelines Our Board has adopted the Corporate Governance Guidelines, which set forth several important principles regarding our Board and its committees, including Board of Director membership criteria as well as other matters. Our Corporate Governance Guidelines are available for viewing on the "Corporate Governance" area of the "Investors" section of our website at www.aecom.com. Codes of Conduct and Ethics We have adopted a Code of Conduct that describes the professional, legal, ethical, financial and social responsibilities of all of our directors, officers and employees. We require all of our. directors, officers and employees to read and acknowledge the Code of Conduct, and we provide regular compliance training to all our directors, officers and employees. Our directors, officers and employees are also encouraged to report suspected violations of the Code of Conduct through various means, including a toll-free hotline available -Vi in multiple languages, and they may do so anonymously. We also obtain year-end affirmations from management personnel confirming compliance with the Code of Conduct. If we make substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver, to our principal executive, financial or accounting officer or persons performing similar functions or any director, we will disclose the nature of such amendment or waiver in a press release, on our website and/or in a report on Form 8-K in accordance with applicable rules and regulations. In addition, we have a separate Code of Ethics for Senior Financial Officers that imposes specific standards of conduct on employees with financial reporting responsibilities We also have a Global Ethical Business Conduct Policy that provides specific guidance to help ensure that lawful and ethical business practices are followed while conducting international business activities. Our various policies are available for 22 viewing on the "Corporate Governance" area of the "Investors" section of our website at www.aecom.com and in print to any stockholder that requests it. Any such request should be addressed to AECOM, 1999 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention. Corporate Secretary. Communications with the Board of Directors Our stockholders or other interested parties may communicate with our Board, a committee of our Board or one or more directors by sending a letter addressed to the Board, a committee of our Board or one or more directors to AECOM, 1999 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention- Corporate Secretary. All communications will be compiled by our Corporate Secretary and forwarded to the Board, the committee or the director, as appropriate. ' Director Nominations The Nominating and Governance Cornmittee of our Board is charged with identifying, reviewing and recommending to the Board qualified individuals to become directors and regularly assessing the size and composition of the Board and recommending any changes to the Board. It is our belief that members of the Board should have the highest professional and personal ethics and values. The Board's Nominating and Governance Committee periodically reviews the appropriate skills and characteristics required of members of the Board in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. We believe that the Board should be comprised of individuals who are committed to enhancing stockholder value with sufficient time to effectively carry out their duties. While all directors should possess business acumen, the Board endeavors to include an array of targeted skills and experience in its overall composition. Criteria that the Nominating and Governance Committee looks for in director candidates include business experience and skills, judgment, integrity, an understanding of such areas as finance, marketing, regulation, end markets and public policy and the absence of potential conflicts with the Company's interests. The Nominating and Governance Committee believes that it is essential that Board members represent diverse viewpoints and backgrounds. Our Nominating and Governance Committee will consider stockholder nominations for directors. The Nominating and Governance Committee evaluates any such nominees that are properly submitted using the same criteria it otherwise employs, as described above. Any recommendation submitted by a stockholder must include the same information concerning the potential candidate as is required when a stockholder wishes to nominate a candidate directly. In addition, any such recommendation must be received in the same time frame as is required by our Bylaws when a stockholder wishes to nominate a candidate directly. To be timely, the notice must be received by the close of business no fewer than 90 and no more than 120 days prior to the date of the first anniversary of the preceding year's annual meeting of stockholders. However, in the event that the date.-of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 30 days after such anniversary date, or no annual meeting was held in the preceding year, notice by the stockholder to be timely must be received no more than 120 days prior to the date of the annual meeting and not less than the later of the close of business (a) 90 days prior to the date of the annual meeting and (b) on the 10th day following the day on which public announcement of the date of such meeting was first made by the Company. ^ To be in proper form, the notice must, as to each person whom the stockholder proposes to nominate for election or re-election as a director, set forth all information concerning such person as would be required in a proxy statement soliciting proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and all written and signed representations and all completed and signed questionnaires required pursuant to our Bylaws. In addition, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made, the notice must also state the name and address, as they appear on the Company's books, of such stockholder and such beneficial owner and the class or series and number of shares of the Company that are owned of record and beneficially by such stockholder and such beneficial owner. As to the stockholder giving the notice, or if the notice is on behalf of a beneficial owner on whose behalf the nomination is being made, as to such beneficial owner, and if such beneficial owner is an entity, as to each 23 control person of such entity, the notice must state the class or series and number of shares of the Company that are owned of record and beneficially by such stockholder or beneficial owner and by any control person, a description of any agreement, arrangement or understanding with respect to the nomination between such stockholder or beneficial owner and any other person and by any control person. Including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D (regardless of whether the requirement to file a Schedule 13D Is applicable) of the Exchange Act, and a description of any agreement, arrangement or understanding (Including, without limitation, any derivative or short positions, profit Interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder's notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or Intent of which Is to mitigate loss, manage risk or benefit from changes In the share price of any class or series of the Company's capital stock, or maintain. Increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to shares of stock of the Company. Stockholders who wish to nominate candidates for director must do so pursuant to these procedures. Director Attendance at Annual Meetings ACCOM's policy Is for directors to attend our annual meetings of stockholders unless there are extenuating circumstances. All of the members of our Board of Directors attended the 2017 Annual Meeting. Director Compensation Information regarding the compensation of our non-employee directors Is discussed below in "EXECUTIVE COMPENSATION TABLES — DIRECTORS' COMPENSATION FOR FISCAL YEAR 2017." Director Retirement Policy Our Board amended our Corporate Governance Guidelines on September 21, 2017 to provide that unless otherwise recommended by the Nominating and Governance Committee and approved by the Board, directors are expected to retire from the Board at the end of the term of service during which they turn 75 years of age. Related Party Transaction Policy We have adopted a written related party transaction policy, which covers transactions In excess of $100,000 between the Company and our directors, executive officers, 5% or greater stockholders and parties related to the foregoing, such as Immediate family members and entitles they control. The policy requires that any such transaction be considered and approved by our Audit Committee. In reviewing such transactions, the policy requires the Audit Committee to consider all of the relevant facts and circumstances available to the Audit Committee, Including (If applicable) but not limited to the benefits to the Company, the availability of other sources for comparable products or services, the terms of the transaction and the terms available to unrelated third parties or employees generally. Under the policy, if we should discover related party transactions that have not been approved, the Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction. Certain Relationships and Related Transactions Mr. Tishman, Vice Chairman of the Company and a member of our Board, owns a substantial equity interest In, and has certain management rights with respect to, Tishman Hotel & Realty LP, a Delaware limited partnership ("THR"), which IS party to a Shared Services Agreement ("Services Agreement" or "SSA"), dated July 14, 2010, with our wholly owned subsidiary, Tishman Construction Corporation ("TCC"). Pursuant to the Services Agreement, TCC and THR provide certain Information technology support services in exchange for fees based on an annual budget. In fiscal year 2017, THR received approximately $118,784 In fees from TCC pursuant to 24 the Services Agreement. THR and TCC are also parties to an Occupancy Agreement, dated July 14, 2010, (the "Occupancy Agreement") pursuant to which THR pays to TCC a portion of the rent payable by TCC for its office space in a building located in New York City in exchange for the right to use and occupy a portion of such space. In fiscal year 2017, TCC received approximately $1,612,776 in rent from THR pursuant to the Occupancy Agreement. Mr. Tishman has an agreement with AECCM for reimbursement of private air travel for AECCM-related business travel to a company owned by Mr. Tishman. In fiscal year 2017, this amount was $166,437. In addition, Mr. Tishman is an indirect owner of a real estate development project company that engaged an AECCM affiliate to perform pre-construction and construction management services totaling $12,733,626 and an indirect owner of a hotel property company that procured $6,471,007 of risk management services and insurance coverage through an AECCM insurance captive in fiscal year 2017. Stock Ownership Guidelines for Non-Employee Directors Non-employee directors are subject to stock ownership guidelines, which are intended to align their interests with those of our stockholders. Under the guidelines, our non-employee directors must maintain ownership of AECCM stock at a multiple of five times the annual retainer by the end of the fiscal year following the fifth anniversary of the director's initial appointment to the Board. The minimum number of shares guideline is updated annually based on the current retainer ($100,000 since August 21, 2014) and the 12-month trailing average AECCM stock price. Shares owned directly or indirectly, the value of vested but unexercised stock options and unvested restricted stock units and PEPS are counted toward the guidelines. The following table outlines the ownership of our non-employee directors as of September 30, 2017: Requirement — , Actual — Retainer Multiple Retainer Multiple Non-Employee Director James H. Fordyce 5.0 48.6 Senator William H. Frist 5.0 14.2 Linda Griego 5.0 11.3 David W. Joos 5.0 10.5 Dr. Robert J. Routs 5.0 7.8 Clarence T. Schmitz 5.0 7.9 Douglas W. Stotlar 5.0 16.4 General Janet C. Wolfenbarger 5.0 4.2 All of our non-employee directors exceeded the stock ownership guidelines, with the exception of General Wolfenbarger, for whom compliance with the guideline is not required until September 30, 2020, the end of the fiscal year following the five-year anniversary of when she became a director. Please see the Compensation Discussion and Analysis section for a discussion of the executive stock ownership guidelines applicable to our NEOs. 25 AECOM's current executive officers are as follows: Name Age Posltlon(s) Held Michael S. Burke 54 Sean C.S. Chiao 59 President, Asia Pacific Caria J. Christofferson 50 Executive Vice President, General Counsel Mary E. Finch 48 Executive Vice President, Chief Human Resources Officer Daniel P. McQuade 58 Group President, Construction Services Steve Morriss 52 Group President, Design and Consulting Services — Americas Lara Poloni 49 Chief Executive, EMIA W. Troy Rudd 53 Executive Vice President, Chief Financial Officer Daniel R. Tishman 62 Director, Vice Chairman John C. Vollmer 60 Group President, Management Services Randall A. Wotring 61 Chief Operating Officer Chairman of the Board and Chief Executive Officer The following section sets forth certain background information regarding those persons currently serving as executive officers of AECOM: Michael S. Burke was appointed Chief Executive Officer of the Company and was elected to the Board in March 2014. In March 2015, Mr. Burke was appointed Chairman of the Board; see also the section entitled "CORPORATE GOVERNANCE — BOARD LEADERSHIP STRUCTURE." He "previously served as President of AECOM from October 2011 to March 2014, Chief Financial Officer from December 2006 to September 2011 and Executive Vice President from May 2006 to September 2011. He also served as Chief Corporate Officer from May 2006 to January 2009. Mr. Burke joined AECOM as Senior Vice President, Corporate Strategy, in October 2005. From 1990 to 2005, Mr. Burke was with the accounting firm KPMG LLP. He served in various senior leadership positions, including as a Western Area Managing Partner from 2002 to 2005 and as a member of KPMG LLP's Board of Directors from 2000 through 2005. While on the KPMG Board of Directors, Mr. Burke served as the Chairman of the Board Process and Governance Committee and was a member of the Audit and Finance Committee. Additionally, he served on the Board of Directors of Rentech Nitrogen Partners L.P. and Rentech Inc. until April 2016 and June 2017, respectively. Mr. Burke also serves on various charitable and community boards. Sean C.S. Chiao was appointed President, Asia Pacific (APAC) in October 2014. He previously served as Chief Executive of Buildings + Places, Asia Pacific from October 2013 to September 2014 and Chief Executive of China from October 2012 to September 2013. Mr. Chiao joined AECOM in October 2009 as Executive Vice President of China in October 2009. He previously served as Regional Chair of legacy design and planning firm, EDAW, which merged with the Company in 2009. Mr. Chiao is also a member of Harvard University's Master in Design Engineering (MDE) External Advisory Board as well as University of Southern California's (USC) Board of Advisors for the American Academy in China (AAC). Car/a J. Christofferson was appointed Executive Vice President and General Counsel of AECOM in March 2015. Prior to joining AECOM, Ms. Christofferson was Managing Partner at O'Melveny & Myers LLP in Los Angeles, a position she held since 2008. During her 22-year tenure at the firm, she represented clients in a number of industries, including power, energy and oil & gas. Ms. Christofferson began her career as a judicial clerk for the Honorable W. Matthew Byrne, Jr., of the U.S. District Court, Central District of Los Angeles. She was also co-owner of the Los Angeles Sparks Women's National Basketball Association team from 2006 until 2013. Mary E Finch was appointed Executive Vice President and Chief Human Resources Officer in August 2015. Prior to joining AECOM, she spent 14 years at Accenture, a provider of strategy, consulting, digital, technology 26 and operations services, where she held positions of increasing responsibility, and most recently was the Senior Managing Director and Chief Operating Officer for Global Human Resources. Prior to joining Accenture, she held roles of progressive responsibility with Abilizer Solutions and Accenture legacy firm, Andersen Consulting. Daniel P. McQuade was appointed Group President, Construction Services in June 2015 and was previously Group President, Building Construction as of October 2014. He previously served as Chief Executive of the Company's legacy construction services practice from May 2012 to October 2014. From July 2010 to May 2012, he was Chief Operating Officer of the firm's construction services practice for the United States. Prior to joining AECOM in July 2010 as part of the Tishman Construction Corporation acquisition, he served as President of Tishman from October 2005 to June 2010. Mr. McQuade is a member of the Cornell University Civil Engineering School's Advisory Board and has professional affiliations with the Construction Industry Round Table and the Construction Management Association of America. Steve Morriss was appointed Group President, Design and Consulting Services — Americas in October 2017 and was previously Chief Executive of Europe, Middle East, India and Africa (EMIA). Previously, Mr. Morriss served as President and Chief Executive of AECOM's EMIA geography. He joined AECOM in January 2011 from Mouchel where he served as Managing Director of Government and Business Services. Additionally, his 28-year career includes senior executive roles with Serco PLC and WS Atkins. Mr. Morriss also served in the Royal Engineers and Royal Marines Reserve. Lara Poloni was appointed Chief Executive of Europe, Middle East, India and Africa (EMIA) in October 2017 and was previously Chief Executive of Australia-New Zealand (ANZ). Ms. Poloni previously served as Managing Director of the Southern Australian Region from June 2012 to June 2014, Managing Director of Environment ANZ from 2009 to 2012 and Group Leader of Transportation VicSA from October 2006 to July 2009. Prior to joining AECOM, Ms. Poloni worked in the planning, assessment and development of major infrastructure in the transport, energy and telecommunications sectors, serving as Group Manager of Planning and Environment for civil engineering firm Maunsell from January 2002 to September 2006. She was also previously a Board Member of Infrastructure Partnerships Australia. VJ. Troy Rudd was appointed Executive Vice President and Chief Financial Officer in October 2015. He previously served as Chief Operating Officer, Design Consulting Services (DCS) Americas and Chief Financial Officer, DCS Global from November 2014 to October 2015. He also served as Senior Vice President, Corporate Finance and Treasurer from 2012 until October 2015. Mr. Rudd joined AECOM in 2009 as Vice President, Financial Planning and Analysis. Prior to joining AECOM, he spent 10 years as a partner with KPMG LLP, where he held various leadership roles. Daniel R. Tishman was appointed to our Board of Directors and as Vice Chairman of the Company in July 2010 in connection with our acquisition of Tishman Construction Corporation. He has also served as Chairman of the Board of Directors and Chief Executive Officer of Tishman Construction Corporation, a leading construction management firm, since 2000. He is also Vice Chairman and a member of the Board of Tishman Hotel & Realty LP. Mr. Tishman serves on the Boards of the Real Estate Board of New York, the Natural Resources Defense Council, the Albert Einstein College of Medicine, the National September 11 Memorial & Museum and the UJA-Federation of NY. He also serves as an adviser to several government organizations. John C. Vollmer was appointed Group President, Management Services in September 2016. Mr. Vollmer joined AECOM from URS Corporation, where he was the Executive Vice President of Operations for URS Federal Services. Mr. Vollmer has more than 35 years of experience working with military and other Federal agency markets providing waste management, nuclear operations. Information Technology (IT), communications, and command and control solutions worldwide. Randall A Wotring was appointed Chief Operating Officer in July 2017. Previously, Mr. Wotring served as President of Technical and Operational Services since July 2016 and Group President, Management Services and President of URS' Federal Services business since November 2004. After joining an affiliate of URS in 1981, Mr. Wotring held various leadership positions, including managing the day-to-day operations of the Engineering and Technical Services Group within the URS Federal Services business. He also served as a member of the URS Management Committee and Risk Management Committee. Mr. Wotring currently serves on the Board of Directors of TimkenSteel. 27 This Compensation Discussion and Analysis section outlines the compensation philosophy and decisions for the following Named Executive Officers, or NEOs: Named Executive Offlcer(1) Role As of the End of Fiscal Year 2017 Michael S. Burke Chairman of the Board and Chief Executive Officer W. Troy Rudd Executive Vice President, Chief Financial Officer Randall A. Wotring Chief Operating Officer Frederick W. Werner Group President, Design and Consulting Services — Americas Caria J. Christofferson Executive Vice President, General Counsel (1) Effective June 30, 2017, Stephen M. Kadenacy ceased serving as President and Chief Operating Officer of' the Company, see "SEPARATION AND RELEASE AGREEMENT WITH STEPHEN M. KADENACY" for additional information. Fiscal Year 2017 Performance Highlights AECOM delivered Total Shareholder Return (TSR) of 24% in fiscal year 2017, substantially outperforming the Engineering & Construction (E&C) industry peers' and the Company's Proxy Group. Fiscal Year 2017 Total Shareholder Return 24% ••,1122%; -5% -10% -5% 0% 5% a AECOM 10% E Proxy Group 15% 20% 25% 30% 0 E&C Peers' Financial & Strategic Accomplishments Drove Strong Stock Performance Revenue increased by 5% and organic revenue increased by 4%^^ in fiscal year 2017, which was a key objective that reflects strong execution of the Company's strategy and vision.. Substantial investments in business development resulted in 11% total backlog growth, including a record of over $23 billion of wins, which resulted in a record $48 billion backlog. The Company sold its first AECOM Capital property for an approximately 30% internal rate of return, which was in addition to fees earned by the Construction Services segment. The sale marked a major milestone in the advancement of the Company's design, build, finance and operate vision, and was a key precedent transaction that cements the Company as a development partner of choice. Operating cash flow of $697 million and free cash flow-' of $618 million in fiscal year 2017, building on a demonstrated track record of delivering industry-leading cash flow performance. E&C peers include Chicago Bridge & Iron Company N.V., Fluor. Jacobs Engineering Group and KBR Defined at constant currency and excludes revenue associated vath actual and planned non-core asset and business dispositions. Free cash flow is defined as cash flow from operations less capita! expenditures net of proceeds from disposals 28 Consistently strong cash^flow since closing the URS transaction in October 2014, enabled the following key actions in fiscal year 2017: - The $175 million acquisition of Shimmick Construction to enhance the Company's integrated delivery offering with a strong civil construction platform in the Western U.S. that complements our leading design capabilities. - Announcement of a new capital allocation policy focused on continued debt reduction and a $1 billion stock repurchase program; and - The issuance of a $1 billion, 10-year bond at historically attractive interest rates, with the proceeds used to reduce existing indebtedness. New Capital Allocation Policy Further Aligns Management with Stockholders In September 2017, the Company announced a new long-term capital allocation policy designed to maximize stockholder value. The policy includes the following core components: Allocating substantially all free cash flow to debt reduction until achieving net debt-to-EBITDA" of 2.5x, which is expected to occur by the end of fiscal year 2018. Upon achievement of 2.5x net leverage, the Company intends to return substantially all free cash flow to investors through a new $1 billion stock repurchase authorization as part of the longer-term capital allocation framework. Acquisitions are expected to be limited to strategic, niche targets that will not adversely impact the Company's 2.5x net leverage target. This capital allocation policy incorporated feedback from a substantial portion of our stockholder base and has garnered positive feedback from a majority of actively-managed investment funds. Further, with all metrics in the fiscal year 2018 annual cash bonus and long-term equity incentive programs now measured on a "per share" basis, management compensation is fully aligned with its capital allocation policy and the preferences of stockholders. Stockholder Engagement and Responsiveness We engage in proactive and regular dialogue with our stockholders, which allows us to pursue the greatest degree of alignment and to incorporate best practices into our incentive compensation programs. In fiscal year 2017, the Company continued this proactive approach and engaged with investors that collectively own more than 50% of AEGOM's stock and an even greater percentage of shares held by actively-managed investment funds. This engagement program includes outreach prior to and after the Company's Annual Meeting to provide for a full understanding of stockholder feedback and to have the opportunity to incorporate such feedback in our compensation design planning. In addition, we regularly engage with stockholders on compensation planning and design during the normal course of investor communications. Net debt-to-EBI f DA is comprised of EBITDA as defined in Ifie Company's credit agreement and net debt as defined as fofal debt on the Company's financial statements, net of cash and cash equivalents. 29 Annual Engagement Plan Annual Meetiitg •rPostrAnhual Meeting ,Prior,t6 Arihiial Meeting Seek feedback on matters for stockficlder consideration. Publish Annual Report and Proxy Statement, highlighting recent Company and Board of Directors activities and accomplishments. ^prigoing^ ;^Sfpckhoider ^ ^•;'put'reacli/^^^^ DISCUSS vote outcomes from Annual Meeting in light of existing governance practices, as well as feedback received from stockholders during the proxy season. Review corporate governance trends, recent regulatory developments and AEGOM's own practices and procedures. Determine topics for discussion with stockholders. Post-Ahiiual Meeting^StpckhblderEhgageiTient Engage stockholders and other stakeholders regarding our corporate governance practices to bettor understand stockholder feedback and inform future Board meetings. Evaluate potential changes to corporate governance in light of stockholder feedback. Conduct annual Board and Committee evaluations. Program Design Changes Incorporate Stockholder Feedback; 2017 Say-on-Pay Vote Following the 2017 Annual Meeting, in which the Company received slight majority support on Say-on-Pay, we continued our active outreach to better understand the causes of lower than anticipated stockholder support and to determine If any enhancements to our executive compensation program were appropriate. The key findings from the engagement process were: The majority of stockholders supported the changes being made to the Company's fiscal year 2017 long-term equity incentive program, which included the addition of relative total shareholder return ("Relative TSR") as a third performance metric that is both relative and based on three years of cumulative performance. In addition, stockholders were supportive of the addition of a third performance period to the other performance metrics. A number of significant stockholders also emphasized a preference that the NEOs' annual cash bonus awards include "per share" performance metrics to ensure alignment with stockholder value creation. This was specifically noted and supported by a majority of stockholders who provided feedback, and whose support was reiterated following the announcement of the Company's capital allocation policy. Response: As a result of this feedback, the Compensation/Organization Committee added "per share" performance metrics to the annual cash bonus program in fiscal 2018. A number of significant stockholders support the annual cash bonus and long-term equity incentive programs having "per share" earnings metrics since use of such metrics rewards management for driving "per share" value from both net income growth and reduction of shares outstanding. 30 / Consistent Track Record of Compensation/Organization Committee Responsiveness to Stockholders In addition to the actions taken in fiscal year 2017 and the prospective changes for fiscal year 2018 to further align the Company's incentive compensation programs with best practices and stockholder feedback, the Compensation/Organization Committee has a strong history of incorporating feedback from its stockholders. Revised annual cash bonus plan to add nondiscretionary cash flow and earnings metrics Added nondiscretionary cash flow and earnings metrics for certain NEOs •: sffet'lsed.annual: :EPS:(50%) Pc'ash bonus plan • FCF (10%) financiafrtietn^for EBITA?(10%) certainiNEQs; •;;:;,i.i;;;viKPF(3o%); Adopted a clawback policy for all shortterm cash and longterm equity awards :• Added a^third rrietric; '-'i,;..' ;;"Relafi^FSR :tofjS ^equifyiperforrharicS Paw fds'pjan^de£g^ • EP&.(35%r ..O.CFPS(35%) KPI (30%) EPS (35%) OCFPS (35%) KPI (30%) Adopted clawback policy for all NEOs r.i ; '• . .i-v : metric •'^^plieditoiall-. • i..: Revised stock incentive plan to require at least one year anniversary before vesting Effective for all stock incentive plan participants Aligning Pay with Performance and Strategy The executive compensation program is designed to incentivize management to deliver exceptional earnings and cash flow performance by executing the Company's long term strategy. In designing the Company's overall executive compensation program, the Compensation/Organization Committee incorporates the Company's strategy and vision to become the premier, fully integrated global infrastructure firm with the ability to design, build, finance and operate infrastructure assets across the globe. Successful execution of this strategy is expected to result in competitive advantages, which should translate into strong earnings and cash flow performance. As a result, the Compensation/Organization Committee believes earnings and cash flow metrics best align pay with the Company's long term strategy. In addition, NEOs' long-term equity incentive program includes Relative TSR, which furthers the alignment between executive compensation and the market's recognition of performance. 31 Accordingly, the Compensation/Organization Committee selected the following key performance metrics for fiscal year 2017: Adjusted Net Income (Annual Cash Bonus) Adjusted Earnings Per Share (Performance Equity Award) EPS and net income incentivize revenue growth, strong profitability and efficiency EPS is a key driver of long-term _ per share stockholder value creation ;©:ash:fl6vy,inceritjyizes;disciplih^^ •••®i^ffSfeWth;jbperationaL-efficiency and.. • wprking3 Yes [ ] No [ ] Reports not required 3. Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause? [XJ Yes [ ] No If you checked "No" to question (1) or (2) above, please provide an explanation: Ver.2018-I Page 10 of 15 SECrrON VII - FURTHER ACKNOWLEDGMENTS AND CER riFICAI ION The Disclosing Party understands and agrees that: A. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement. City assistance, or other City action, and are material inducements to the City's execution of any contiact or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based. B. The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.orn/Ethics, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance. C. If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescirided or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an awai'd to the City of treble damages. D. It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the infoimation provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otheiwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in comiection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS. E. The infoimation provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE; With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the infoimation provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020. Ver.2018-I Page 11 of 15 CERIIFICA'IION Under penalty of perjury, tlie person signing below: (1) warrants that he/she is authorized to exeeute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in tliis EDS, and all applicable Appendices, are tme, accurate and complete as of the date furnished to the City. Bowa Construction (Print or tytje exact legal name of Disclosii^g Party) — \ (Sign haii) Nosa Ehimwenman (Print or type name of person signing) President (Print or type title of person signing) Signed and sworn to before me on (date) at Co^k . County^ Ver.2018-1 (state). EHIMWENMAN PARKER Official Seal Notary Public - State of Illinois My Commission Expires Jan 3, 2023 tbtary P\^{c Commission expires: Illinois 1/18/19 / '"3 Page 12 of 15 Cri Y OK CHICAGO KCONOMIC DISCLOSURE STATEMENT AND AEFIDAVIT APPENDIX A FAMILIAL RELATIONSHIPS WITH ELECTED CT l Y OFFICIALS AND DEPARTMENT HEADS This Appendix is to be completed only by (a) the Applicant, and (b) any legal ientity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant. Under MCC Section 2-154-015, the Disclosing Party must disclose whetlier such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic pai'tner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister. "Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section ll.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, ti-easurer or secretary of a legal entity or any person exercising similar authority. Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head? [ ] Yes [X\ No If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship. Ver.2018-1 Pagcl.toflS cn Y OF CHICAGO ECONOMIC DISCLOSUTtE STATEMENl^ AND AFFIDAVIT APPENDIX B BUILDING CODE SCOFFLAW/PROBLEM LANDLOIU) CERTIFICATION This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant. 1. Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416? [ ] Yes [X] No 2. If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416? [ ] Yes [X] No [ ] The Applicant is not publicly traded on any exchange. 3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply. Vcr.2018-1 Page 14 of J 5 cri Y OF CHICAGO ECONOMIC DISCLOSURE SI A'lEMENT AND AFFIDAVIT APPENDIX C PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for sei*vices, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises. On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-3,85,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit; (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify lliat the Applicant has adopted a policy that includes those prohibitions. [XJ Yes [ ]No [ ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain. Vcr,20l8-1 Page 15 of 15 GRIGGS MITCHELL & ALMA OF ILLINOIS LLC D/B/A GMACONSTRUCTION GROUP ECONOMIC DISCLOSURE STATEMENT 02019-1154 CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT SECTION I -- GENERAL INFORMATION A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Griggs Mitchell & Alma oflL, LLC DBA GMA Construction Group Check ONE of the following three boxes: Indicate whether the Disclosing Party submitting this EDS is: 1. [ ] the Applicant OR 2. a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: AECOM Constructors Chicago OR 3. [ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control: B. Business address of the Disclosing Party: C. Telephone: 312-690-4205 3520 S. Moigan Stieet Suite 222-24 Chicago, IE 60609 312-264-2424 Email:cgriggs@griggsandmitchell.com D. Name of contact person: Cornelius Griggs E. Federal Employer Identification No. (if you have one): F. Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable): REP tOjDesign and Build Joint Public Safety Training Academy in Chicago, IL G. Which City agency or department is requesting this Facility Management If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following: Specification # Ver.2018-1 and Contract // Pat;elori5 SECTION n -- DISCLOSURE OF OWNERSHIP INTERESTS A. NATURE OF THE DISCLOSING PARTY [ [ [ [ [ [ [ 1. Indicate the nature of tlic Disclosing Party: ] Person [x] Limited liability company ] Publicly registered business corporation [ ] Limited liability partnership ] Privately held business corporation [ ] Joint venture ] Sole proprietorship [ ] Nof-for-profit corporation ] General partnership (Is the not-for-profit corporation also a 501(e)(3))? ] Limited partnership [ ]Yes [ J No ] Trust [ ] Other (please specify) 2. For legal entities, the state (or foreign countiy) of incorporation or organization, if applicable: Illinois 3. For legal entities not organized in the State of Illinois: Flas the organization registered to do business in the State of Illinois as a foreign entity? [ ]Yes [ JNo [ ] Organized in Illinois B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY: 1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the tiustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant. NOTE; Each legal entity listed below must submit: an EDS on its own behalf. Name Title Cornelius Griggs Managing Member 2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, intei est of a member or manager in a Ver.2018-1 Page2ofl5 limited liability company, or inlcrest of a beneficiary of a (rust, estate or other similar entit>^ If none, state "None." NOTE: Each legal entity listed below may be required to submit an EDS on its owji behalf. Name Cornelius Griggs J3usiness Address Percentage Interest in the Applicant 3520 S. Morgan Street Stc 222-24, Chicago, IL 60609 100% SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS Has the Disclosing Party provided any income or compensation to any City elected official during the 12-mon(h period preceding the date of this EDS? [ ] Yes [ ^ No Does the Disclosing Part}' reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of (his EDS? [ ] Yes [x] No If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation: Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party? [ ] Yes [}^No If "yes," please identify below the name(s) of such City elected offieial(s) and/or spouse(.s)/domestic partncr(s) and describe the financial interest(s). SECTION IV - DISCLOSURE OF SUBCON J1MCTORS AND OTHER RETAINED PARTIES The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular ])ayroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure. Vei-.2018-1 Page3ofl5 Name (indicate whether Business retained or anticipated Address to be retained) Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.) Fees ("indicate whether paid or estimated.") NOTE: "hourly rate" or "t.b.d." is not an acceptable response. (Add sheets if necessary) [x] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS A. COURT-ORDERED CPLILD SUPPORT COMPLIANCE Under MCC Section 2-92-415, substantial owners of business entities that conti'act with the City must remain in compliance with their child support obligations throughout the contract's term. I-Ias any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction? [ ] Yes No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party. If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement? [JYcs [INo B. FURTHER CERTIFICATIONS 1., [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [sec definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progres.s). 2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, properly taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue. Vcr.20!8-1 I'age 4 oJT5 3. The Disclosing Parly and, if the Disclosing Parly is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS: a. are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of govermnent; b. have not, during tire 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property; c. are not presently indicted for, or criminally or civilly charged by, a govermnental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above; d. have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) tenninated for cause or default; and e. have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning enviromnental violations, instituted by the City or by the federal government, any state, or any other unit of local government. 4. The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics). 5. Certifications (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter", including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, undercommon control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity; • any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or ciuployee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents"). Ver.2018-1 Page 5 of 15 Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either tiie Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entit)', or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter: a, bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in. that officer's or employee's official capacity; b. agreed or colluded with other bidders or piospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or othenvise; or c. made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; oi' d, violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance). 6. Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred Irom contracting with any unit of state or local govermnent as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 If.CS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating. 7. Neither the Disclosing Parly nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency. 8. [FOR APPLICANT ONLY] (i) Neither the Applieant nor any "controlling person" MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or coiivSpiracy to commit bribery, theit, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1 -23, Article I applies to the Applicant, that Article's permanent compliance timeframe supensedes 5-year compliance timeframes in this Section V. 9. [FOR AIT^LICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM"). 10. [FOR APPLKtANT ONLY] The Ap]rlican( will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such Ver.2018-1 fXiic6oJM5 contractor/subcontractor that does not ])iovide such certifications or that the Applicant lias reason to believe has not provided or cannot provide truthful certifications. 11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below: N/A If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements. 12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all cuirent employees of the Disclosing Party who were, at any time during the 12month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None 13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include; (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value ofless than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None C. CERTIFICATION OF STATUS AS FINANCIAI. INSTITUTION 1. The Disclosing Party certifies that the Disclosing Party (check one) [ ] is [X] is not a "financial institution" as defined in MCC Section 2-32-455(b). 2. If the Disclosing Party IS a financial institution, then tlie Disclosing Party pledges: "We arc not and will not become a predatory leiuier as defined in iVICC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a ]iredalory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City." Vei-.2018-1 Pagc7otT5 If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC vSection 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary); N/A If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed tiiat the Disclosing Party certified to the above statements. D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS Any woi'ds or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D. 1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his oi­ lier own name or in the name of any other person or entity in the Matter? []Yes [X]No NOTE; If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E. 2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any properly that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D. Does the Matter involve a City Property Sale? [ ] Yes [ ] No 3. If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest; Name Business Address Nature of Financial Interest 4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee. Vei-,2018-1 nagc«olT5 E. CERTIFICATION REGAl^JNCi SLAVERY ERA BUSINESS Please check either (I) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attaclunent to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the Cit)'. ^ I. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits froin slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records. 2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the Disclosing Patty has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records: SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS NOTE: If the Matter is federally fuiulcd, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligat ions of the City are not federal funding. A. CERTIFICATION RECiARDINO LOBBYING 1. List below the names of all persons or eiitities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if nece.ssary): N/A (If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on l^ehalf of the Disclosing Party with respect to the Matter.) 2. The Disclosing Party has not spent and will not expend any federally appropriated fiinds to jray any person or entity listed in paragrajrh A(l) above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a rnenibcj- of Congress, an officer or employee of Congress, or an employee Ver.2018-1 Page 9 of .15 of a jiieinber of Congress, in connection with tlie award of any lederally funded coiitract, making any lederally liinded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement. 3. The Disclosing Party will submit an npdated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above. 4. The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended. 5. If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and tlie Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request. B. CERTIFICAllON REGARDING EQUAL EMPLOYMENT OPPORTUNITY If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations. Is the Disclosing Party the Applicant? [ ] Yes [ ] No If "Yes," answer the three questions below: 1. Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CER Part 60-2.) [ ] Yes [ ] No 2. Have you filed with the loin! Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements? [ I Yes [ ] No [J Reports not required 3. Plave you participated in any previous contracts or subcontracts subject to the equal opportunity clause? [ ] Yes [ ] No If you checked "No" to cjuestion (1) or (2) ahove, please )rovidc an explanation: Ver.2018-1 PaaclOons SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION The Disclosing Party understands and agrees that: A. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on whicii this EDS is based. B. The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at \vww.citvofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Patty must comply fully with this ordinance. C. If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or hr equit}', including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages. D. It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS. E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the tijne the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update tiiis EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENl' INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020. Ver.2018-I Page It oft5 CERTIFICATION Under penally of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City. Griggo MitchellJ IL, LLC UHA GMA Construction Group (Print or f President/CEO (Print or type title of person signing) Signed and sworn to before me on (date) January 18, 2019 ^ at Cook County, Illinois (state). 0 Notary Public )ires: f Commission expires: Ver.2018-1 OlJ- P-' , 1 Page 12 of 15 omCtALSEAL BENEeWWSON-BEa HOTAnv PUOtW, erATE OF lUWOtS M/ OOMMlSSiON EXPWE8 NOVEMBER 21, SOJI CITY OF CHICAGO ECONOMIC DISCT.OSURE STATEMENT AND AFFIDAVIT APPENDIX A FAMILIAL RELATIONSHIPS WITH ELECPICD CIPY OFFICIALS AND DEPARTMENT HEADS This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant. Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city olTicial or department head. A "familial relationship" exists if, as of the date this RDS is signed, the Disclosing Party or any "Applicable Paity" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister. "Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Parly. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority. Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head? [ ] Yes [)§No If yes, please identify below (!) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship. Ver.2018-1 Page 13 o(M5 CITY OF CmCAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX B BUILDING CODE SCOFFLAW/PROBLEM LANDLOILD CERTIFICATION This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant. 1. Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416? [ ] Yes [^NQ 2. If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416? [ ] Yes [x] No [ ] The Applicant is not publicly traded on any exchange. 3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply. VCI-.20J8-1 Pago 14 of t 5 CITY OP CmCAGO ECONOMIC DISCLOSURE STATEMENT AND AFPD:)AVIT APPENDIX C PROHIBITION ON WAGE & SALARY HISrORY SCREENING - CERTIPICAl ION This Appendix is to be eoinpleted only by an Applieant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted CwN^v.amleRal.comh generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises. On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in cojnpliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions. f xl Yes [ ]No [ ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain. Ver.20)8-1 l>agcl5ofl5 BERGLUND CONSTRUCTION COMPANY ECONOMIC DISCLOSURE STATEMENT 02019-1154 CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT SECTION I -- GENERAL INFORMATION A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Berglund Construction Company Check ONE of the following three boxes: Indicate whether the Disclosing Party submitting this EDS is: 1. [X] the Applicant OR 2. [X] a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: AECOM Constructors Chicago "OR 3. [ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control: B. Business address of the Disclosing Party: 8410 S South Chicago Avenue Chicago, IL 60617 C. Telephone: 773.449.2238 Fax: 773.374.0701 Email: fberglund@berglundco.com D. Name of contact person: Fred Berglund E. Federal Employer Identification No. (if you have one): F. Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable): 4301 W. Chicago Ave, Chicago, IL 60651 G. Which City agency or department is requesting this EDS? Department of Fleet and Facility Management If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following: Specification # Vcr.2018-1 and Contract # Paget of 15 SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party: [ ] Person [ ] Limited liability company [ ] Publicly registered business corporation [ ] Limited liability partnership [x] Privately held business corporation [ ] Joint venture [ ] Sole proprietorship [ ] Not-for-profit corporation [ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))? [ ] Limited partnership [ ] Yes [ ] No [ ] Trust [ ] Other (please specify) 2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois 3. For legal entities not organized in the State of Illinois: Flas the organization registered to do business in the State of Illinois as a foreign entity? [ ] Yes [ ] No [X] Organized in Illinois B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY: 1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for genera! or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant. NOTE: Each legal entity listed below must submit an EDS on its own behalf. Name Fred Berglund Title President Kevin Geshwender Executive Vice President / CFO Jack Tribbia President Restoration Division 2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a Ver.2018-1 Page 2 of 15 limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf. Name Business Address Percentage Interest in the Applicant Fred Berglund 8410 S South Chicago Ave., Chicago, IL 60617 100% SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS? [ ] Yes [x] No Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS? [ ] Yes [x ] No If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation: Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party? [ ] Yes [x]No If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s). SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure. Ver.2018-1 Page 3 of 15 Name (indicate whether Business retained or anticipated Address to be retained) Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.) Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is not an acceptable response. (Add sheets if necessary) [x] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS A. COURT-ORDERED CHILD SUPPORT COMPLIANCE Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term. Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction? [ ] Yes [x] No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party. If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement? [ ] Yes [ ] No B. FURTITER CERTIFICATIONS 1. [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress). 2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue. Ver.2018-1 Pa"e 4 of 15 3. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS: a. are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government; b. have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property; c. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above; d. have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) tenninated for cause or default; and e. have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government. 4. The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics). 5. Certifications (5), (6) and (7) concern: • the Disclosing Party; » any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity; • any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or anyother official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents"). Ver.2018-1 Page 5 of 15 Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter: a. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity; ( b. agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or c. made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance). 6. Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating. 7. Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency. 8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgeiy, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V. 9. [FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM"). 10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such Ver.2018-1 Paae6ofl5 contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications. 11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below: N/A If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements. 12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all cuirent employees of the Disclosing Party who were, at any time during the 12month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). N/A 13. To the best of the Disclosing Party's knowledge after reasonable inquiiy, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. N/A C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION 1. The Disclosing Party certifies that the Disclosing Party (check one) [ ] is [X] is not a "financial institution" as defined in MCC Section 2-32-455(b). 2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges: "We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City." Ver.2018-I Page 7 of 15 If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary): N/A If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements. D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D. 1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter? [ ] Yes [ )^ No NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E. 2. Unless sold pursuant to a process of competitive bidding, or othei-wise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D. Does the Matter involve a City Property Sale? [ ] Yes [ ] No 3. If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest: Name Business Address Nature of Financial Interest 4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee. Ver.2018-1 Page 8 of 15 E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City. X I. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records. 2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records: SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding. A. CERTIFICATION REGARDING LOBBYING 1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary): (If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.) 2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in paragraph A(l.) above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee Ver.2018-] Page 9 of 15 of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement. 3. The Disclosing Party will submit an updated certification at, the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above. 4. The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended. 5. If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) thi'ough A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request. B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations. Is the Disclosing Party the Applicant? [ ] Yes [ ] No If "Yes," answer the three questions below: 1. Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.) [ ] Yes [ ] No 2. Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements? [ ] Yes [ ] No [ ] Reports not required 3. Flave you participated in any previous contracts or subcontracts subject to the equal opportunity clause? [ ] Yes [ ] No If you checked "No" to question (1) or (2) above, please provide an explanation: Ver.2018-1 Page 10 of 15 SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION The Disclosing Party understands and agrees that: A. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement. City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based. B. The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.org/Ethics. and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance. C. If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages. D. It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of infonnation contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS. E. The information provided in this EDS must be kept cuirent. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020. Ver.20I8-I Page 11 of 15 CERTIFICATION Under penalty of perjury, the person signing below: (1) waiTants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City. Berglund Construction Company (Print or type exact legal name of Disclosing Party) 0 (Sign here) Fred Berglund (Print or type name of person signing) President of Berglund Construction Company (Print or type title of person signing) Signed and sworn to before me on (date) at Cpok County, Illinois (state). "OFFICIAL SEAL" APRIL FRANKLIN WILSON / Notary Public Notary Public, Stolo of Hlinoii My Commission ExpInaAug. 01,2022 Commission expires: Ver.2018-1 Commission No. 879455 A^IAS-f (j Page 12 of 15 CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant. Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof cuirently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Paity or any "Applicable Pai-ty" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister. "Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a coiporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnemhip; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority. Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head? [ ] Yes [X] No If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship. N/A Ver.2018-1 Page 13 of 15 CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX B BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant. 1. Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416? [ ]Yes [)^No 2. If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416? [ ] Yes [ ] No [X] The Applicant is not publicly traded on any exchange. 3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply. Ver.20I8-I Page 14 of 15 CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX C PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted ("www.amlegal.coml. generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises. On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit; (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions. [X] Yes [ ]No [ ] N/A -1am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain. Ver.2018-1 Page 15 of 15