Modi?cation Summary Report Contract (PO) Number: 32130 Modi?cation Revision Number: 3 Speci?cation Number: 121778 Name of Contractor: PARSONS CONSTRUCTION GROUP INC City Department: DEPT OF AVIATION 0MP SERVICES FOR ATS 0f contra?: EXPANSION MODERNIZATION Mod Reg Number Mod Reason Description Vendor Limit Increase in the sum of 226672 DOLLAR AMOUNT CHANGE for Settlement Agreement in the amount of plus $23,000,000.00 Term of Contract: Start Date: 5/1/2015 End Date: 9/30/2019 Procurement Services Contact Person: LISA FREELON Please refer to the DPS website for Contact information under "Doing Business With The City". It has been determined, on behalf of the City of Chicago, with regard to this Contract Amendment/ Modi?cation, that the circumstance said to necessitate the change in performance were not reasonably foreseeable at the time the Agreement was signed, or that the change is germane to the original Agreement as Signed, or that the change order is in the best interest of the City of Chicago and is authorized by law. Vendor Number: 56968094 Submission Date: 10/30/2018 Specification Number: 121778 Contract (PO) Number: 32130 Vendor Number: 56968094 Requisition Number: 226672 AMENDMENT NO. 3 25th This Agreement Amendment (?Amendment") is made and entered into effective as of the day of October. 2018 by and between 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 Aviation (?Department?), at Chicago, Illinois, and Parsons Construction Group, lnc., The City and Contractor are sometimes collectively referred to herein as the "Parties". The City and the Contractor have heretofore entered into an Agreement for "Design/Build Services for O?Hare ATS Expansion and Modernization? dated the 1st day of May 2015 (hereinafter referred to as the ?Contract?). This Amendment is made pursuant to Section 2.14.9, Amendments. The purpose of this Amendment is to increase the vendor limit by $23,000,000.00 to an adjusted Contract value of $334,409,509.59 to enable settlement payments as per the milestone payments listed in Attachment of this Amendment. TERMS AND CONDITIONS The Parties agree as follows: 1. Pursuant to Section 2.1.4.9, Amendments, the Agreement?s current value (maximum compensation) of $311,409,509.59 is hereby increased by $23,000,000.00, from funding account 00-582-85-2005-8000- H800005E to a total adjusted Agreement value of $334,409,50959. This Amendment will facilitate the payment of settlement amounts due to the Contractor and allow for continuity of Services. 2. The Contractor has electronically completed and filed an on-line City of Chicago Economic Disclosure Statement and Affidavit Instructions for Completing Economic Disclosure Statement and Affidavit (EDS) on-Line are attached to this Modification. The Contractor has provided Insurance Certificate and a copy Certificate of Filing for on-line copies of which are attached to this Amendment. The EDS and Insurance Certificate are incorporated in the Contract by reference. (Attachments A and B). 3. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Agreement, and may further affect the Contractor?s eligibility for future contract awards. Except as herein modified all other terms and conditions of said Agreement as heretofore approved shall remain unchanged and in full force and effect. 4. Execution of this Amendment by Contractor is duly authorized by Contractor, and the signature(s) of each person signing on behalf of Contractor have been made with complete and full authority to commit Contractor to all terms and conditions of this Amendment, including each and every representation, certification, and warranty contained herein, or as may be required by the terms and conditions hereof. 5. All other terms and conditions of the Agreement, except as herein modified, shall remain unchanged and remain in full force and effect. Signature Page Follows Contract No. 32130, Specification No. 121778 Parsons Construction Group, Inc. Page 1 of 13 SIGNATURE PAGE Contract No: Specification No: Amend. I Mod. No: gm Vendor Name: Parsons Construction Gregg, Inc. Total Amount (Value): 533430950959 Fund Ch e: 00-582-85-2005-8000-H800005E (Vendoro By: Its: QM.- Attest: State of County of This instrument was acknowlegged before me on this ?it" day of by Rand.? wit-L as President (or other authorized officer) and as Secretariat p, f?(Cerperation Name). {Seal Notary P?biic Signs 8 Commission Expir . 171 2021 CITY OF CHICAGO wimp, 250dnbarzoub Date 30) l4 i 6.01" I Comptroller Date The undersigned has determined, on behalf of the City of Chicago, with regard to this Contract Amendment/Modification. that the circumstances said to necessitate the change in performance were not reasonably foreseeable at the time the Agreement was signed, or that the change is germane to the original Agreement as signed, or that the change order is in the best interest of the City of Chicago and is authorized by law. 45lw?lL 26 (Jam/20% Chief Procurement Officer Date (Rev. 04/29/11) For All DPS Units Contract No. 32130. Specification No. 121778 Parsons Construction Group, Inc. Page 2 of 13 DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 2/8/2018 12/7/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE (A/C, No, Ext): E-MAIL ADDRESS: LOCKTON COMPANIES 444 W. 47TH STREET, SUITE 900 KANSAS CITY MO 64112-1906 (816) 960-9000 FAX (A/C, No): INSURER(S) AFFORDING COVERAGE INSURER A : Allied INSURED PARSONS CONSTRUCTION GROUP 1423927 100 W. WALNUT STREET PASADENA CA 91124 COVERAGES INSURER B : National Union Fire Ins Co Pitts. PA INSURER C : Lexington Insurance Company INSURER E : National Fire and Marine Insurance Co Insurance Company of the State of PA INSURER F : Steadfast Insurance Company INSURER D : CERTIFICATE NUMBER: NAIC # World Assurance Company (U.S.) Inc. 14459674 19489 19445 19437 20079 19429 26387 XXXXXXX REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADDL SUBR INSD WVD TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY A CLAIMS-MADE X Y N POLICY NUMBER 0309-5303 POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) 5/7/2015 12/7/2018 OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: PROPOLICY LOC JECT X LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY X D X E B F A Y N ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY 2,000,000 300,000 Excluded 2,000,000 4,000,000 4,000,000 $ OTHER: B C $ Auto - CA4288069 Excess - 11665435 1/1/2018 1/1/2018 1/1/2019 1/1/2019 SCHEDULED AUTOS NON-OWNED AUTOS ONLY $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below COMBINED SINGLE LIMIT (Ea accident) Y N 42XSF30125501 5/7/2015 12/7/2018 PROPERTY DAMAGE (Per accident) $ EXCESS $ EACH OCCURRENCE $ AGGREGATE $ $ Y Y/N B. RISK/COURSE CONST. PROF. LIAB. EX LIAB. N WC014629533 1/1/2018 1/1/2019 X PER STATUTE $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT N Y 013755949 EOC0011362700 0309-5305 5/7/2015 5/7/2015 5/7/2015 12/7/2018 12/30/2018 12/7/2018 9,000,000 xs 1,000,000 25,000,000 25,000,000 XXXXXXX OTHER E.L. EACH ACCIDENT N/A 1,000,000 XXXXXXX XXXXXXX XXXXXXX $ 1,000,000 1,000,000 1,000,000 AMOUNT OF CONTRACT-$310M CLAIM/AGG.: $10M/$10M OCC/AGG.: $25M DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. Specification: 121778, Contract: 32130. OMP – Design/Build Services for O’Hare ATS Expansion & Modernization. Chicago Department of Aviation (CDA) and AOR Transit JV/OATS, Inc. are additional insured with regard liability coverage, excluding Professional Liability, on a primary, non-contributory basis if required by written contract. CERTIFICATE HOLDER 14459674 CITY OF CHICAGO PROCUREMENT DEPT. 121 N. LA SALLE ST. #806 CHICAGO IL 60602 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only if more space is required) The General, Automobile and Excess/Umbrella Liability policies described provide for severability of interest (cross liability) applicable to the Named Insured and the City of Chicago. Waiver of Subrogation applies with regards Workers Compensation and Property coverages if required by written contract and as allowed by Law. The receipt of this certificate by the City of Chicago does not constitute agreement by the City of Chicago that the insurance requirements in the contract have been fully met, or that the insurance policies indicated by this certificate are in compliance with all contract requirements. ACORD 25 (2016/03) Certificate Holder ID: 14459674 0123 56 0710895 05 5 10 1 0 5 282 2 8661 8 12 1 ! 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RECITALS WHEREAS, the City is a home rule unit of government as defined in Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois; WHEREAS, Parsons is a corporation organized and existing under the laws of the State of Delaware, and registered to do business in the State of Illinois; WHEREAS, after issuance by the City of a request for proposals and negotiation between the Parties, on or about May 1, 2015, Parsons was awarded a City contract for Design-Build? Operate?Maintain Services for O?Hare International Airport ATS Expansion. Modernization (?Project?), Contract No. 32130 (?Contract?), with a contract amount WHEREAS, CDA issued Parsons a Notice to Proceed on May 8, 2015; WHEREAS, the original Project duration was 1,308 days after the issuance of the NTP, with Substantial Completion to occur on or before December 6, 2018; WHEREAS, CDA and Parsons agreed to a Contract Modi?cation, Modi?cation No. 1, on August 2, 2017 valued at $927,407.03 raising the total contract amount to $310,927,407.03; WHEREAS, there have been delays on the Project, and, although the Parties disagree over the cause(s) of the delays, the Parties agree that Substantial Completion will not occur on or before December 6, 2018 (?Delays?); WHEREAS, Parsons alleges that the CDA is responsible for 740 projected days of Delays, including, but not limited to, failure to timely provide access to the Project?s guideway and failure to align the contractual obligations of Austin Powers Partners to build the guideway with Parsons? obligation to build on the guideway, and seeks a Contract extension of 740 days, with Substantial Completion to occur in mid-November 2020, and an increase in the Contract amount of $39,944,20800 (?Parsons? Claims?); WHEREAS, the CDA alleges that Parsons is responsible for most of the Delays, and believes that only a 24 month extension of the Contract is appropriate, with Substantial Completion to occur in April, 2019, with no increased payment to Parsons Claims?); WHEREAS, the Parties wish to settle, compromise and resolve any and all claims related to the Delays, Parsons? Claims, and Claims (?Dispute?); WHEREAS, in an attempt to negotiate, compromise and settle the Dispute on a fair and reasonable basis, the Parties agreed to engage in a mediation process in which Eric D. Green of Resolutions, LLC would serve as the Mediator (?Mediator?); WHEREAS, the Parties held a mediation session before the Mediator on April 2, 2018, and thereafter continued their settlement discussions; and WHEREAS, the Parties acknowledge and agree that settlement of this matter is not an admission of liability by or on the part of any Party to this Settlement Agreement, nor an explicit or implicit agreement as to any particular interpretation of the Contract and, in particular, no implicit or explicit statement that either Party was or is in default of the Contract or in breach thereof, and further acknowledge and agree that this Settlement Agreement is made to resolve these disputed issues expeditiously and to avoid the cost and uncertainty of litigation; NOW, THEREFORE, in consideration of the covenants set forth below and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto mutually warrant and agree as follows: AGREEMENT 1. RECITALS. The recitals set forth above constitute material and integral parts of this Settlement Agreement and are incorporated herein by reference. 2. DEFINITIONS. All terms not speci?cally defined herein have the meanings set forth in the Contract. 3. CITY WAIVER AND RELEASE. In consideration of this Settlement Agreement and the actions taken pursuant thereto, the City, on its own behalf and on behalf of its future, current, or former officers, employees, agents, representatives, and attorneys, hereby waives, discharges, and releases Parsons and its officers, employees, insurers, agents, representatives, attorneys, contractors, subcontractors, consultants, subconsultants, shareholders, parents, subsidiaries, affiliates, predecessor and/or successor entities (?Parsons Released Parties?), from all claims, demands, disputes, and all causes of action and requests for additional compensation, monetary damages or any other relief, arising from or relating to the Dispute, the Project, the Contract, and work/services performed by Parsons (excepting latent defects, items that will go on the punchlist, and Parsons? obligation to correct work that is not in substantial compliance with the final design or design that does not meet the contractual requirements) prior to the Effective Date of this Settlement Agreement, including, without limitation, any claims for consequential or incidental damages, which have been brought or could have been brought by the City or on its behalf against the Parsons Released Parties (?City Waiver and Release?); provided, however, that it is expressly understood and agreed to by the Parties that: (1) this Settlement Agreement is not intended as a release, discharge, accord or satisfaction of any claim by the City against any person or entity other than the Parsons Released Parties; (2) nothing in this Settlement Agreement shall be interpreted as providing a release from, or waiver by, the City to the Parsons Released Parties with respect to any claims arising from any third-party claims brought against the City related to the Parsons Released Parties? conduct; and (3) Parsons acknowledges that the Contract is ongoing, and, except as expressly set forth herein, nothing in this Settlement Agreement shall be interpreted as providing a release from, or waiver by, the City to Parsons with respect to any warranty or other contractual obligations, or any compliance audits and assessments for failure to meet contractual commitments or obligations, including but not limited to requirements, and, except as expressly set forth herein, this Settlement Agreement in no way affects or modi?es Parsons? remaining obligations under the Contract. PARSONS WAIVER AND RELEASE. In consideration of this Settlement Agreement and the actions taken pursuant thereto, Parsons, and its future, current, or former officers, directors, employees, agents, attorneys, representatives, shareholders, parents, subsidiaries, affiliates, predecessor and/or successor entities, hereby waives, discharges, and releases the City and its future, current, or former officers, employees, agents, representatives, contractors, subcontractors, consultants, subconsultants, and attorneys (?City Released Parties?) from all claims, demands, disputes, and all causes of action and requests for additional compensation, monetary damages or any other relief, arising from or relating to the Dispute, the Project, or the Contract prior to the Effective Date of this Settlement Agreement, including, without limitation, any claims for consequential or incidental damages, which have been brought or could have been brought by Parsons or on its behalf against the City Released Parties (?Parsons Waiver and Release?); provided, however, that it is expressly understood and agreed to by the Parties that: I) this Settlement Agreement is not intended as a release, discharge, accord, or satisfaction of any claim by Parsons against any person or entity other than the City Released Parties; (2) nothing in this Settlement Agreement shall be interpreted as providing a release from, or waiver by, Parsons to the City Released Parties with respect to any claims arising from any third- party claims brought against Parsons related to the City Released Parties? conduct; (3) subject to the provisions of this Settlement Agreement and the Contract, Parsons Specifically reserves all rights for payments related to Section 5.d. of this Settlement Agreement; and (4) CDA acknowledges that the Contract is ongoing, and, except as expressly set forth herein, nothing in this Settlement Agreement shall be interpreted as providing a release from, or waiver by, Parsons to CDA with respect to any contractual obligations, and, except as expressly set forth herein, this Settlement Agreement in no way affects or modi?es remaining obligations under the Contract. OBLIGATIONS OF THE PARTIES. In consideration of this Settlement Agreement and the actions taken pursuant thereto, including the City Waiver and Release and Parsons Waiver and Release, the Parties agree as follows: a. SUBSTANTIAL COMPLETION DATE. The Substantial Completion Date for the Project shall be September 18, 2019. b. RESOURCE-LOADED BASELINE SCHEDULE. The schedule Parsons submitted for the mediation, a copy of which is attached hereto as Exhibit 1 and incorporated herein, shall be the basis for Parsons? development of the schedule for the remaining Work on the Project. On or before June 15, 2018, Parsons shall submit an updated schedule for the completion of the remaining 3 Work on the Project to CDA for review and comment (?Proposed Re- baseline Schedule?). The Parties shall meet as part of a schedule workshop on May 18, 2018, and as often as reasonably agreed by the Parties thereafter, to review the Proposed Re?baseline Schedule and develop and ?nalize the Project schedule (?Project Schedule?). No later than ten days following the CDAfParsons May 18, 2018 schedule workshop meeting, Parsons shall incorporate all changes necessary to make the Project Schedule conform to this Settlement Agreement and the Contract and resubmit the proposed Project Schedule to CDA for review. The above process of resubmission, review, meeting, and incorporating corrections shall continue until CDA accepts the Project Schedule, at which time the schedule will be designated as an. accepted Baseline Schedule. approval shall not be unreasonably withheld. Notwithstanding the aforementioned development of the Rte?Baseline Schedule, the project Substantial Completion Date will not change and shall remain as September 18, 2019. Parsons shall consider and incorporate reasonable comments or suggestions into the Project Schedule. The activities in the Proposed Re?baseline Schedule shall be crew-based resource-loaded in Level 3 detail and shall re?ect a logical sequence for the remaining Work on the Project, including but not limited to the testing and commissioning work. The Proposed Re-baseline Schedule shall be updated weekly until CDA and Parsons agree in writing to the content of the Proposed Re-baseline Schedule. Once the Proposed Re?baseline Schedule has been agreed to by both Parties, such schedule shall become the Project Schedule for the remaining work on the Project. In addition to the Substantial Completion Date, the Proposed Re- baseline Schedule and the Project Schedule shall include the Milestone Payment dates identi?ed below as activities. The schedule updates from both the Proposed Re?baseline Schedule and the Project Schedule shall be delivered to CDA electronically by close of business on the last Friday of the month in an .xer format and a .pdf file until the end of the Project or until otherwise agreed by the Parties. To the extent the Parties cannot mutually agree on a Project Schedule by June 30, 2018, the Mediator shall. be engaged to assist in resolution. SETTLEMENT PAYMENTS. CDA shall pay Parsons up to a total settlement amount of Twenty-Three Million Dollars ($23,000,00000) from CDA funds already apprOpriated for this purpose in the form of installment milestone payments (?Milestone Payments?), as set forth in Exhibit 2, attached hereto and incorporated herein. Milestone Payments shall become due and owing only if Parsons completed the relative milestone on or before the date set forth in Exhibit 2, in substantial compliance with the plans and specifications and the terms of Exhibit 2. in the event of a dispute between the Parties regarding whether a payment milestone has been completed, the Parties shall attempt to mutually agree, with the assistance of the Mediator, if necessary, whether the milestone was actually completed and Parsons is entitled to the related Milestone Payment. requirements will not apply to the work required to achieve the Milestone Payments, and retention will not be withheld on the Milestone Payments. . PAYMENT OF OUTSTANDING INVOICES. CDA will use its best efforts to ensure that all currently outstanding invoices are paid within thirty (30) days of full execution of this Settlement Agreement, provided that any necessary supporting documentation has been provided. Work that Parsons believes is complete as of the Effective Date of this Settlement Agreement, but has not been invoiced by Parsons shall be invoiced by Parsons and reviewed by CDA in accordance with the provisions of the Contract. The Parties agree that Field Orders 10 through 17 and the other issues described in Exhibit 3, are not in dispute for entitlement upon completion of the Work. BUSING. Subject to the terms of the Contract, the City agrees that busing will be available pursuant to the resource-loaded Project Schedule for the remaining Work of the Project as follows: a May 29, 2018 January 6, 2019: Full busing and ATS shutdown 24 hours/ day for 5 days/week; a January 7, 2019 September 18, 2019: Full busing and ATS shutdown 24 hours/day for 7 days/week. AIRPORT OPERATIONS. Contractor has the right to close one lane of the lower level roadway between Terminal 1 and Terminal 3 or sections of this roadway between the hours of 9:30 pm and 8:30 am Monday through Friday, from May 30 to November 15 or earlier, except for state and federal holidays. Contractor shall provide ongoing bi weekly updates of their closure plans to CDA regarding their planned lane closures and immediate notice of any changes from their most current closure plan. Contractor accepts that lane closures are not possible during holidays, extreme weather, emergencies or security situations. Governing federal and operational considerations still have precedence over this planned contractor access schedule. CDA will provide as much notice as possible of these requirements and operational restrictions. The terms of the Contract regarding coordination and airport operations remain in effect. TOLLING OF LIOUIDATED DAMAGES. If Parsons is not able to timely complete the Work on or before the Substantial Completion Date of September 18, 2019, then CDA agrees that Liquidated Damages under Section 5 9.1 of the Special Conditions shall be tolled on a day-for-day basis for a maximum of thirty (30) days from the Substantial Completion Date. If Parsons has not achieved Substantial Completion of its Work on or before the end of this 30?day tolling period, Liquidated Damages shall begin to accrue in accordance with the Contract on the thirty??rst day after the Substantial Completion Date of September 18, 2019. . POWER. On the Effective Date of this Settlement Agreement, or as soon as practicable thereafter, power consumption will be paid for, and metering will be transferred to, the CDA for the traction power substation delta and in the ATSS Building for substation. OATS. All necessary and required labor provided by O?Hare Airport Transit Systems, Inc. for this Project shall be paid by the CDA. PARTNERING MEETING. The Parties agree to hold a partnering meeting on or before June 30, 2018. EXECUTIVE LEVEL MEETING. On a basis at a time to be agreed to by the Parties, a Parsons executive at the C?Suite level and the CDA Commissioner will attend meetings to discuss Project progress and issues and Parsons? team performance. WEEKLY MEDIATOR CALLS. Commencing the week of May 15, 2018, weekly calls will be scheduled with the Mediator, CDA and Parsons to address any issues with the Project, including the development and implementation of the Proposed Re?baseline Schedule or the Project Schedule. Calls will be reduced to bi?weekly the week of June 6, 2018, and further reduced in frequency thereafter upon mutual agreement of CDA and Parsons. Additional meetings may be requested by CDA or Parsons on an as?needed basis, consistent with the escalation ladder, below. . DISPUTE ESCALATION LADDER. In the event of any future dispute(s) arising on the Project, the order for resolving such dispute(s) shall be as follows: Level 1: Alex Leon or Andres Garcia - Randy Schultz Level 2: CDA General Counsel or Ken Roberts Michelle Epstein Level 3: The Commissioner of Aviation Mike Johnson, with the assistance of the Mediator, but only if requested by either of them. WARRANTIES. For all equipment in the items identified in the chart below which are subject to one-year supplier warranties for the Project, Parsons will provide for all equipment supplied a separate manufacturer?s warranty from the date of the equipment start?up and accepted testing and will provide the overall 1?year warranty commencing after testing acceptance. Otherwise, Parsons will provide all warranties required by the Contract. Item Description 1. Extension Track work Installation and materials 2. TPSS AC DC Equipment 3. FPSS 8 AC Equipment 4. UPS Equipment all locations 5. Station Platform doors 6. Yard and crossover switches 7. Specialty Fire Protection ELAYS AND CONCUIUQENT DELAYS. Subject to the provisions of the Contract and provided that Parsons can demonstrate a delay to the Critical Path of the Project Schedule, failure of the City to meet its deliverable dates as identi?ed in the Project Schedule, or other delay not the responsibility of Parsons, or its contractors, subcontractors, consultants, or subconsultants, entitles Parsons to a day-for-day extension for any and all related and ensuing Parsons Payment Milestones (?Excused Delay?). If the Critical Path of the Project Schedule is delayed by an event that is the responsibility of Parsons, or its contractors, subcontractors, consultants, or subconsultants (?Unexcused Delay?) for all or a portion of the same period of time of an Excused Delay (?Concurrent Delay?), then. the extension of time that Parsons would otherwise be entitled to as a result of the Excused Delay shall be reduced by the number of days that the Concurrent Delay exists during such delay period. Parsons shall not be entitled to any increase in the Contract amount for the period of time of the Concurrent Delay. Parsons will also be entitled to any costs it reasonably incurs resulting from any CDA failure to meet its deliverable dates in the Project Schedule and Section 5c. of. this Settlement Agreement, provided that Parsons can demonstrate that such additional costs were not avoidable by Parsons, and resulted from the alleged delay. . LOT BUFFER. The Lot buffer will be temporary. Parsons will submit a plan and coordinate the elimination of the buffer with the City in advance of its removal and will assure that safety is not compromised by the elimination of the buffer. STORAGE OF BOMBARDIER VEHICLES. Before Parsons commingles the existing and new vehicle ?eets in the same territory, Parsons must submit an updated plan for delivery and storage to CDA for review and approval and coordinate with CDA before such vehicles are stored on site. The BT vehicles will be allowed to be stored on the Yard and the Matra vehicles will be allowed to be stored on the yard and/or the existing guideway in accordance with the updated and CDA-approved plan discussed herein. 10. ll. 12. COMPLETE DEFENSE. If either Party sues the other Party for the purpose of asserting a claim that has been waived under this Settlement Agreement, then this Settlement Agreement shall be and constitute a complete defense and bar to such claim, and the Party being sued shall be entitled to receive a declaratory judgment and/or an injunction against such lawsuit. NO ADMISSION OF WRONGDOING. This Settlement Agreement shall not in any way be construed as an admission of fault or liability on the part of either of the Parties, who expressly deny any fault or wrongdoing. Further, nothing hereunder shall be construed as an agreement to toll any applicable statute of limitations. It is understood and agreed that the terms of this Settlement Agreement have been made solely to accomplish an expeditious resolution and settlement of the matter in controversy between the Parties and for no other purpose. CONTRACT PROVISIONS NOT AFFECTED. Except as expressly provided herein, this Settlement Agreement shall not affect or modify in any way any requirements or obligations of a Party in connection with the Contract, including but not limited to Parsons?s or obligations under the Contract, or any other contract, project or task order between the Parties. ENTIRE AGREEMENT. This Settlement Agreement sets forth the entire agreement between the Parties solely with respect to the Dispute, and fully supersedes any and all prior or contemporaneous agreements or understandings between the Parties pertaining to that matter. PARTIES RELIED SOLELY ON THEIR OWN JUDGMENT AND INVESTIGATION. The Parties acknowledge and expressly represent and warrant that they have relied solely upon their own judgment, together with advice of counsel, when deciding whether to enter into this Settlement Agreement. Each Party further agrees, aclmowledges and expressly warrants that no information, statement, promise, representation, warranty, condition, inducement, or agreement of any kind, whether oral or written, made by or on behalf of any other Party shall be, or has been, relied upon by it in entering into this Settlement Agreement unless specifically contained and incorporated herein. JOINT PARTICIPATION. The Parties warrant and represent that they have each knowingly and voluntarily entered into this Settlement Agreement following consultation with their respective legal counsel, and participated jointly in the negotiation and drafting of this Settlement Agreement. In the event an ambiguity or question of intent or interpretation arises, this Settlement Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Settlement Agreement. ADVICE OF COUNSEL. Each of the Parties hereto represents and warrants that it has had the advice of counsel concerning the terms and conditions of this Settlement Agreement. In entering into this Settlement Agreement, Parsons and the City represent that each has relied upon the advice of its attorney, who is the attorney of its choice, and 13. 14. 15. 16. 17. 18. 19. 20. that the terms of this Settlement Agreement have been interpreted and explained by its attorney, and that these terms are fully understood and voluntarily accepted by the Parties. BINDING NATURE OF AGREEMENT. The terms of this Settlement Agreement shall be binding upon, inure to the bene?t of, and be enforceable by, the Parties hereto, and their respective successors, administrators, executors, bene?ciaries, and/or assigns. CONTROLLING LAW. This Settlement Agreement shall be construed in accordance with, and its validity and effect, including any claims of breach of any of the terms hereof, shall be governed by, the laws of the State of Illinois, without regard to Illinois law regarding choice of law. VENUE. The venue of any action commenced for the purposes of interpretation, implementation, and/or enforcement of the terms and conditions of this Settlement Agreement shall first be submitted to the Mediator before being ?led in the Circuit Court of Cook County, Illinois. FEES THIS SETTLEMENT AGREEMENT AND THIS DISPUTE. Each Party shall be responsible for its own attorneys? fees, costs and expenses related to the negotiation, drafting and execution of. this Settlement Agreement and all issues relating to the Parties? diSpntes relating to the Dispute. NO THIRD PARTY RIGHTS. Nothing in this Settlement Agreement is intended or shall be interpreted to confer any rights, privileges or rights of action of any kind upon any person or entity not a party to this Settlement Agreement, or to effectuate a release by the Parties of any claims or causes of action that either Party has or may have against any person or entity not a Party to this Settlement Agreement. MODIFICATION. This Settlement Agreement may not be altered, amended, changed, terminated, or modi?ed in any material respect without the express, written consent of both of the Parties hereto. No waiver by any Party hereto of any breach or default hereunder shall be deemed a waiver of any other or subsequent breach or default. EXECUTION IN COUNTERPARTS. This Settlement Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement. Facsimile and electronically transmitted copies of signed counterparts of this Settlement Agreement shall be deemed to be authentic and valid. AUTHORITY. Each Party hereto represents and warrants that its undersigned of?cer has full authority and capacity to execute this Settlement Agreement on that Party?s behalf; provided, however, that implementation of Paragraph 5 of this Settlement Agreement is expressly conditioned upon the execution of a contract modi?cation in a form prepared and processed by the City?s Department of Procurement Services, and approved by the City?s Chief Procurement Officer, Comptroller, and Mayor, as provided under 65 ILCS 5/ 8~10? 24. [Remainder of page intentionally blank] 10 IN WITNESS HEREOF, the Parties hereto have caused this Settlement Agreement to be signed as of the day and year ?rst above written. Parsons Construction Group, Inc. City ?hicago Department of Aviation 1 51 ?1 By: \ii/ VDz/i?v 9i WV) Ginger S. Evg?ls Commissioner Datez?m mg? i3 Edward N. Siskel, Corporation Counsel City of gin} Department of Date: 5 ?gr/5 11 EXHIBIT 2 Item ID Milestone/Construction Progress Milestone Definition (for milestone payment purposes only) Installation of all Master Enable conduit within the M&SF area complete. The M&SF area is defined as starting on the east side of mainline track 2 at C15 and encompassing all M&SF yard/building areas up to and including terminaion point(s) in the control center, control center equipment room, and/or M&SF ATC equipment room. Verification: Visual. Labels on conduits and cables shall remain a requirement of the Contract but not a requirement for this payment milestone. UPS power conduits and cabling installed between all Contractor-provided wayside equipment fed by the T2 UPS panel in the T2 ATC room and landed on spare breakers in panel TC-2-AC (UPS) at the T2 ATC room. Verification: Visual. Labels on conduits and cables shall remain a requirement of the Contract but not a requirement for this payment milestone. Installation complete of all Master Enable conduit within the T5 area complete. The T5 area is defined as i) between all Master Enable conduit-related equipment terminations on the T5 platform and the Master Enable conduit backbone on the guideway, and ii) between all Master Enable conduit-related equipment terminations in the T5 ATC room and the Master Enable conduit backbone on the guideway. Verification: Visual. Labels on conduits and cables shall remain a requirement of the Contract but not a requirement for this payment milestone. CRA 3.1c Date +6 weeks Alotted Time from 23-May-18 % 10-Jul-18 21-Aug-18 90 4% $ 1,025,070.25 6-Aug-18 17-Sep-18 117 4% $ 1,025,070.25 31-Jul-18 11-Sep-18 111 5% $ 1,067,641.10 $ 1 2.06OGOASWP430 Existing Guideway All Sections: Install Master Enable Conduit & Cable - M&SF 2 2.02PWNASEQ240 Existing Guideway All Sections: Tie into UPS Panel (for wayside equipment) - T2 3 2.06OGOASWP440 Existing Guideway All Sections: Install Master Enable Conduit & Cable - T5 4 2.01YRYRDHT160 Demo/Rehabilitate Track 3 All demolition and re-construction activities completed on tire contact slab Track 3 and related apron. Verification: i) Visual, and ii) Satisfactory electrical testing results submitted, pursuant to the Contract, after all work defined within this item is complete. 4-Apr-19 31-May-18 8 0% $ 5 2.01YRYRDHT170 Demo/Rehabilitate Track 4 All demolition and re-construction activities completed on tire contact slab Track 4 and related apron. Verification: i) Visual, and ii) Satisfactory electrical testing results submitted, pursuant to the Contract, after all work defined within this item is complete. 20-May-19 1-Jul-19 404 8% $ 1,869,416.00 6 2.06OGOASWP530 Existing Guideway All Sections: Install Master Enable Conduit & Cable Complete Installation complete of all Master Enable conduit and cables throughout all areas of the existing system and all areas of the M&SF (existing and expansion), including all related Master Enable cable terminations. Verification: Visual. Labels on conduits and cables shall remain a requirement of the Contract but not a requirement for this payment milestone. 12-Sep-18 24-Oct-18 154 4% $ 910,424.70 7 M-TPSSD Lot E: TPSS Operational All Contract-required and Contractor-provided equipment installed, energized, and inspected/tested in the TPSS-D building, excluding 750VDC power distribution cables to/from guideway. Verification: i) Visual, and ii) 63.102, 63.103, and 63.104 test/inspection results submitted showing all tests/inspections for equipment defined within this item have been conducted. 3-Dec-18 14-Jan-19 236 4% $ 825,283.00 8 T-M&SF M&SF Area: Operational 11-Aug-18 27-Sep-18 127 3% $ 740,141.30 9 M-LFSO Lot F Station Operational 3-Dec-18 14-Jan-19 236 3% $ 673,545.55 10 M-ATS Lot F: ATS Support Building Operational 1-May-19 12-Jun-19 385 3% $ 673,545.55 11 T-EXISTING Existing Guideway: Operational 28-Sep-18 15-Nov-18 176 3% $ 630,974.70 12 2.01NGN02CT010 Expansion Guideway - Cross Over Area P213-P215: Install Inbound/Outbound Elevated Concrete/Steel Ties 10-Oct-18 21-Nov-18 182 6% $ 1,274,789.25 13 2.01NGN03NR020 Expansion Guideway - Station P215-P226: Install Outbound Elevated Negative Return Rail 18-Oct-18 29-Nov-18 190 5% $ 1,095,622.25 14 2.01NGN02SI010 Expansion Guideway - Cross Over Area P213-P215: Install Elevated Guideway Switch & Special Track Work 27-Feb-19 10-Apr-19 322 2% $ 358,334.00 22-Feb-19 5-Apr-19 317 2% $ 358,334.00 25-Mar-19 6-May-19 348 1% $ 266,383.00 7-May-19 18-Jun-19 391 1% $ 255,425.10 28-Jun-19 9-Aug-19 443 4% $ 850,000.00 7-Aug-19 18-Sep-19 - 10% $ 2,300,000.00 3-Apr-19 15-May-19 357 7% $ 1,700,000.00 29-Mar-19 10-May-19 352 6% $ 1,275,000.00 22-Mar-19 3-May-19 345 7% $ 1,700,000.00 22-Mar-19 3-May-19 345 6% $ 1,275,000.00 22-Mar-19 3-May-19 345 4% $ 850,000.00 100% $ 23,000,000.00 15 1.01NGN01WI50 Expansion Guideway - Walkway Installation Complete (new activity) 16 0.CCHIGLN078 Remove the Existing Vehicles from the System and Transport to an Off-Site Location 17 T-EXP. Expansion Guideway: Operational 18 2.09CHIGLN72 (System Demonstration Perform Site Test 1008) with the (New) Fleet of Vehicles required to Sustain T1 <-> Lot F 19 CSC Certificate of Substantial Completion 20 2.05CHIG111410 Perform Site Test Procedure 402 Central Control Installation Inspection at M&SF 21 2.05CHIG111720 Perform Site Test Procedure 2001-1 System ATP Test - Digital I/O Verification Test in Equipment Rooms 22 2.05CHIG111320 Perform Site Test Procedure 401 Wayside ATC Installation Inspection at M&SF and Yard 23 2.05CHIG111300 Perform Site Test Procedure 401 Wayside ATC Installation Inspection on Guideway Extension and Lot F 24 2.05CHIG111260 Perform Site Test Procedure 401 Wayside ATC Installation Inspection on Existing Guideway All Contract-required and Contractor-provided equipment installed, energized, and PICO tested in the M&SF area, the area of which is defined as starting on the east side of mainline track 2 at switch C15 and encompassing all M&SF yard/building/guideway areas. This milestone does not include buffer work in the M&SF area. Verification: i) Visual, and ii) PICO test/inspection results submitted showing all tests/inspections for equipment defined within this item have been conducted. All Contract-required and Contractor-provided equipment installed, energized, and PICO tested in the Lot F Station area, the area of which is defined as all station and guideway areas north of Pier 216 and including all antennae and equipment mounted above the static envelope of the train. Verification: i) Visual, and ii) PICO test/inspection results submitted showing all tests/inspections for equipment defined within this item have been conducted. All Contract-required and Contractor-provided equipment installed, energized, and PICO tested in the Lot F ATS Support Building. Verification: i) Visual, and ii) PICO test/inspection results submitted showing all tests/inspections for equipment defined within this item have been conducted. All Contract-required and Contractor-provided equipment installed, energized, and PICO tested in the Existing Guideway area, the area of which is defined as all guideway/station/equipment room areas of the existing System, excluding the M&SF area. This milestone does not include buffer work at T1. Verification: i) Visual, and ii) PICO test/inspection results submitted showing all tests/inspections for equipment defined within this item have been conducted. All crossties (PS, CIP, and steel) between piers 213 and 217 installed for all expansion guideway areas between those pier numbers. Verification: i) Visual, and ii) Survey results submitted as related to the crosstie construction/installation defined within this item. All Track 1 & 2 Negative Return Rail installed between piers 217 and 226, including installation completion of any/all NRR expansion joints, NRR splice joints, NRR continuity/bonding/booster cables, and required NRR welding/grinding for NRR defined within this item. Verification: i) Visual, and ii) Civil/electrical tests/inspection results submitted showing all tests/inspections for equipment defined within this item have been conducted. All special trackwork/switches between piers 213 and 217 installed, including TLA hardcovers, center guidance rails, running rails, permaglass, switch motors, switch points/assemblies, cradles, all special trackwork fixations/fasteners and isolating equipment, and related continuity/bonding cables. Verification: i) Visual, and ii) Civil/electrical tests/inspections results submitted showing all tests/inspections for equipment defined within this item have been conducted. All civil/structural walkway equipment installed between the interface with the existing walkway near Pier 198 and the start of the station platform level walkway at the Lot F station, excluding the walkway transition stairs at Lot F, but including all walkway guards/railings as related to walkway equipment defined within this item, all walkway clips/fasteners as related to walkway equipment defined within this item, and any/all welding required for the walkway equipment as defined within this item. Verification: i) Visual, and ii) Test/inspection results submitted showing all tests/inspections for equipment defined within this item have been conducted. CDA to provide address of facility/lot (within twenty miles of M&SF Facility) to Contractor by January 15, 2019 where existing ATS vehicles will be delivered by Contractor. All existing ATS vehicles to be delivered to the facility/lot address provided by CDA to Contractor. Verification: Visual. All Contract-required and Contractor-provided equipment installed, energized, and PICO tested in the Expansion Guideway area, the area of which is defined as all guideway/station/equipment room areas of the mainline expansion territory starting at the mid-point of the Lot E station and ending at the north end of the Lot F station, and includes all 750VDC power distribution cables between TPSS-D and expansion guideway. Verification: i) Visual, and ii) PICO test/inspection results submitted showing all tests/inspections for equipment defined within this item have been conducted. Completion of the System Demonstration testfor the ATS operating between T1 and Lot F. Verification: i) Visual, and ii) Test procedure submitted. Issuance by CDA of a Certificate of Substantial Completion to the Contractor pursuant to the Contract. Installation inspection test procedure (402) completed for all Contract-required and Contractor-provided equipment at central control and the central control equipment room. Verification: i) Visual, and ii) Inspection results submitted showing all inspections for equipment defined within this item have been conducted. Digital I/O Verification test procedure (2001-1) completed for all Contract-required and Contractor-provided equipment in all M&SF Equipment Rooms and M&SF yard-located equipment cabinets. Verification: i) Visual, and ii) Test results submitted showing all tests for equipment defined within this item have been conducted. Wayside ATC test procedure (401) completed for all Contract-required and Contractor-provided equipment in and at the existing and expanded M&SF and Yard areas, the areas of which are defined as starting on the east side of mainline track 2 at switch C15 and encompassing all M&SF yard/building/guideway areas. Verification: i) Visual, and ii) Test results submitted showing all tests for equipment defined within this item have been conducted. Wayside ATC test procedure (401) completed for all Contract-required and Contractor-provided equipment located at the Guideway Extension and Lot F station areas, the areas of which are defined as starting at the mid-point of the Lot E station and ending at the north end of the Lot F station, and includes equipment as defined within this item on the guideway, in the station, and at TPSS-D and the Lot F ATS support building. Verification: i) Visual, and ii) Test results submitted showing all tests for equipment defined within this item have been conducted. Wayside ATC test procedure (401) completed for all Contract-required and Contractor-provided equipment on all areas of the Existing Guideway, excluding the M&SF and Yard. Verification: i) Visual, and ii) Test results submitted showing all tests for equipment defined within this item have been conducted. - May 10, 2018 - Final