Rapid Response Construction Services

METROPOLITAN PIER AND EXPOSITION AUTHORITY

RAPID RESPONSE CONSTRUCTION SERVICES - GENERAL CONTRACTING / ELECTRICAL / MECHANICAL

This master contract for RAPID RESPONSE CONSTRUCTION SERVICES ("Contract") shall be effective as of the date of the last signature below (the "Effective Date"), by and between the Metropolitan Pier and Exposition Authority, a municipal corporation and body politic existing under the laws of the State of Illinois ("Authority") located at 301 East Cermak Road, Chicago, Illinois 60616 and [INSERT CONTRACTOR name], a (insert type of entity) ("Contractor"). The Authority and Contractor may be referred to herein individually as "Party" or collectively as "Parties".

BACKGROUND

The Authority issued a Request for Qualifications on September 18, 2026, and Contractor submitted its qualifications to be considered for the General Contracting group of prequalified firms.

The Board of the Authority approved award of a master construction contract to Contractor on [INSERT BOARD DATE].

The Authority and Contractor hereby agree to enter into this Contract for Rapid Response Construction Services to be performed on a Task Order basis to the lowest responsive, responsible bidder. Task Orders may not exceed an aggregate of $10,000,000 under this Master Contract without further approval by the Board.

TERMS

Contract TERMS AND Documents

Agreement Documents: The Agreement shall be deemed to include this document and the following exhibits and attachments, all of which are incorporated into and made a part of this Agreement (the "Agreement Documents"). In the event of a conflict between this document and any exhibit, the provisions of this Agreement shall control.

Exhibit 1 - Scope of Services

Exhibit 2 - Insurance Requirements

Exhibit 1 - Scope of Services

Executed Task Orders - will be considered incorporated into this Contract, and these general conditions apply to all Task Orders

Definitions. For the purpose of this Contract, including all exhibits, attachments and schedules hereto, the following terms shall have the following meanings:

"" shall mean "Americans with Disabilities Act".

"Authority" shall mean Metropolitan Pier and Exposition Authority ("Owner") or Owner's agent.

"Change Order" shall mean a written order signed by the Authority and Contractor incorporating changes in the Work as provided herein.

"Contractor" shall mean [insert contractor name].

"Day" shall mean calendar day unless otherwise noted.

"Drawings" shall mean all illustrations or reproductions thereof which depict or pertain to construction of the Work contemplated by the Contract Documents.

"Facility" means the McCormick Place(R) convention center, including all buildings and property owned by the Authority.

"Final Completion" or "Final Acceptance" of the Work shall have the meaning set forth in the Scope of Work and Project Schedule.

"Final Completion Date(s)" shall be the date(s) required by the Scope of Work and Project Schedule.

"Furnish" shall mean supply only. Materials or items to be furnished shall be consigned to the Contractor and delivered FOB to the site of the Work.

"Install" shall mean situate only items or materials that have been furnished by the Authority or others on behalf of the Authority. Such materials or items shall be received at the Work site, unloaded, unpacked, inspected, stored, protected, fitted, installed, tested and inspected in place, including connections, supports, auxiliary items, trim and other work required for a complete and functioning installation, by the Contractor unless any such Work is specifically excluded. Contractor shall notify the Authority and the Architect immediately, in writing, if such items are not in conformance with the requirements of the Contract Documents.

"Notice to Proceed" shall mean the notice delivered by the Authority to Contractor directing Contractor to proceed with the construction activities necessary to complete the Project on the date of Final Completion of the Project. The Authority shall deliver the Notice on the date specified in the Project Schedule.

"Product" shall mean goods, supplies, materials, systems and equipment.

"Progress Schedule" shall mean the updated Project Schedule which is revised monthly showing actual times of completion for various portions of the Work and includes revised completion dates for uncompleted Work, as well as reflecting Change Order work, revisions and modifications to the Work.

"Project" shall mean all Work that is required to accommodate the Scope of Services set forth in Exhibit 1.

"Project Schedule" shall mean a detailed schedule of construction activities necessary or appropriate to complete the Work, as required under the Scope of Services.

Contractor will provide a "Project Superintendent" to oversee the work.

"Provide" shall mean furnish and install completely.

"Punch List" shall mean a detailed list of and items of Work that are incomplete, incorrect, defective, unacceptable or not performed.

"Authority's Representative" shall mean a person, employee, entity or entities so designated by the Authority to monitor, evaluate and review or coordinate or manage the evaluation and review of all aspects of the Work.

"Subcontractor" shall mean any individual, firm or corporation with whom the Contractor executes an agreement or hires to provide construction or other services or materials required under this Contract. The term shall include consultants, subconsultants and subcontractors to any tier, whether or not in privity with Contractor.

"Working Day" shall mean a calendar day.

"Work Day Schedule" shall mean the summary time schedule forecasting working days which are to be available to the Contractor for Work on-site and which are not in conflict with the schedule of shows and exhibitions at the Facility.

Additional Definitions. Any terms used in this Contract and not defined above or elsewhere in this Contract shall have the respective meanings given such terms in the definition section of AIA Document A201, General Conditions of the Contract for Construction, 2007 Edition.

Scope of Service

Work.

a) The Scope of Services and Schedule covered by this Contract are set forth in Exhibit 1 (the "Work"). The Contractor shall perform the Work in accordance with Contract Documents. Work to be provided by the Contractor under this Contract shall consist of all construction and related services, goods and incidentals required or necessary to fulfill the intent of the Contract Documents, including, but not limited to: administration; supervision; scheduling; construction engineering; estimating; accounting; coordination; shop drawings and other submittals; record drawings; clerical services; documentation; reporting; transportation of personnel; security; communications; offices; small tools; legal services; insurance; financing; labor, benefits, overtime and shift work; materials and supplies; rental of machinery and equipment exclusive of small tools; transportation of material, supplies, machinery and equipment; temporary facilities; cleaning; testing, utilities; bonds; permits and all use, sales and other taxes not exempted herein.

b) The Contractor covenants and warrants that it shall Provide and complete, or cause its subcontractors to Provide and complete the Work in accordance with the Contract Documents and all applicable laws, codes, ordinances, rules and regulations of governmental authorities having jurisdiction over the site and the Work.

Schedule.

The Contractor submitted its Schedule to the Authority with its Task Order proposal. It is the Contractor's responsibility to satisfactorily complete the entire Project within the time specified. The Contractor shall prosecute the Work so that the actual Work completed shall be not less than required by the approved Project Schedule. If the rate of progress is such that the total amount of Work accomplished by the Contractor within any time mentioned in the approved Project Schedule is less than the amount specified to be completed within such time, then the Authority may declare this Contract or any portion thereof in default as provided in Article XI, Section 2 "Termination for Convenience" herein.

The Contractor shall commence performance of its obligations under this Contract no later than one week after the Notice to Proceed is delivered by the Authority.

Contractor may, with the approval of the Authority, adjust the Project Schedule as the Work proceeds. Contractor and its subcontractors shall furnish sufficient shift work and overtime as necessary to not exceed, nor permit its Subcontractors to exceed, the time limits established by this Project Schedule, as approved by the Authority, except for reasonable cause as determined by the Authority.

The Contractor and its Subcontractors shall anticipate and furnish sufficient coordination, scheduling, supervision, labor, overtime labor and shift work to complete the Work, including remedial work, if necessary, prior to the Final Completion Date, without additional compensation. It is understood and agreed that certain milestone dates included in the Contractor's schedule will be relied upon by the Authority and the Contractor has included in the Guaranteed Maximum Price all costs for shift work, overtime work, additional forces and resources to achieve those milestone dates.

The Contractor understands and agrees that the Facility will remain occupied and in use in certain areas and at times as determined by the Authority and Metra throughout the performance of the Work and the Contractor shall on a day-to-day basis coordinate its Work to the satisfaction of the Authority in accordance with the Work Day Schedule and the continuing operations of the Authority. The Contractor shall plan and coordinate its Work under this Contract to avoid conflicts with other users, lessees, licensees and patrons of the Facility. Contractor must coordinate its Work with the Authority, the Authority's other contractors and subcontractors, if any, so no delays or interference will occur in the Authority's projects or operations. The Contractor shall cooperate with the Authority and other contractors in the coordination of construction requirements and with Metra, other public agencies, utilities, transportation entities and all other parties either involved in other infrastructure and other improvements or otherwise affected by the construction requirements.

The Authority may revise the Work Day Schedule from time to time during the duration of this Contract. In such event the Authority shall notify the Contractor and the Contractor shall revise its Work activities without additional compensation.

Contractor shall not be liable for damage or delay caused directly or indirectly by embargoes, strikes, lockouts, work interruption or other labor dispute, fire, theft, floods, epidemic or pandemic, or any cause, beyond Contractor's control, which Contractor, by the exercise of due diligence and care, would not reasonably have been expected to foresee or avoid.

Standard of Performance.

a) Contractor must perform all services required of it under this Contract with that degree of skill, care and diligence normally shown by a professional contractor performing services of comparable scope, purpose and magnitude in the Chicago area.

b) Contractor acknowledges that it may be entrusted with or may have access to valuable and confidential information and records of the Authority. Contractor must at all times use its best efforts on behalf of the Authority to provide timely and reasonably satisfactory rendering and completion of the Work. Contractor must at all times act in the best interests of the Authority consistent with the Contractor's professional obligations assumed by it in entering into this Contract. Contractor must perform all Work in accordance with the terms and conditions of this Contract, and to the reasonable satisfaction of the Authority.

c) The Contractor, in performing its Work, promises to furnish its best skill and judgment and to cooperate with the officials, employees, and agents of the Authority in furthering the Authority's interests. Contractor must furnish efficient business administration and supervision to render and complete the Project at reasonable cost.

d) Contractor must perform all Work required by the Contract. Contractor must assure that all Work that requires the exercise of professional skills or judgment must be accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor remains responsible for the professional and technical accuracy of all services and deliverables furnished, whether by the Contractor or its Subcontractors or others on its behalf. All deliverables must be prepared in a form and content reasonably satisfactory to the Authority and must be delivered in a timely manner consistent with the requirements of this Contract.

e) If the Contractor fails to comply with these standards, the Contractor must perform again, at its own expense, any and all Work required to be re-performed as a direct or indirect result of such failure. Any review, approval, acceptance, or payment for any and all of the Work by the Authority does not relieve the Contractor from its responsibilities.

f) In performing its Work under this Contract, Contractor is an independent contractor and does not and must not act as or represent itself as an agent or employee of the Authority. As an independent contractor, Contractor is solely responsible for determining the means and methods for performing the Work.

g) Contractor warrants that it has taken all steps reasonably necessary to ascertain the nature and location of the Work and that it has investigated and satisfied itself as to the general and local conditions which can affect the performance of the Work, including but not limited to (1) conditions bearing upon transportation, disposal, handling and storage of materials, (2) the availability of labor, water, electric power and roads, (3) uncertainties of weather or similar physical conditions at the Project site, (4) the conformation, and surface conditions of the ground, (5) the character of equipment and facilities needed preliminary to and during the performance of the Work, (6) public safety, (7) security, (8) other on-site or nearby concurrent construction schedules, (9) events scheduled by the Authority, (10) drawings of the existing building available in the Authority's office, (11) verification of drawings by inspection, measurement and testing and (12) conditions which may necessitate removing ceiling tiles, opening access panels and other nondestructive measures incidental work to complete the Work.

Any failure by Contractor to take the actions described in this Subsection will not relieve the Contractor of responsibility for properly planning for the difficulty, cost of, and time necessary to successfully provide the Work, or for actually proceeding to successfully Provide the Work without additional expense to, or interference with, operations of the Authority or the Authority's use of the facilities.

Contractor shall fully review and verify by actual inspection by removing ceiling tiles, opening access panels or other nondestructive measures at the site or on the drawings of the existing building which are available in the Authority's Office, possible concealed conditions that may not be shown or documented on the Contract Documents.

Correction of Work

Correction of Work Prior to Completion. Prior to the date of Substantial Completion, the Contractor shall, at the earliest practical opportunity, correct Work (including items of construction, fabrication or any other product constituting a part of or component of the Work) (i) which the Architect and the Authority reasonably reject as defective or nonconforming to the Contract Documents (whether arising from a construction defect, error, omission or deficiency) in a written notice delivered to the Contractor at any time or (ii) which is otherwise defective or nonconforming to the Contract Documents. Contractor shall be responsible for making recommendations to the Architect and the Authority regarding corrective procedures and corrective work. If other portions of the Work are adversely affected by or damaged by such defective Work, Contractor shall, at the earliest practical opportunity, correct, repair or replace such affected or damaged Work, as well as any other property of the Authority damaged by such defective or nonconforming Work, whether or not such Work is fabricated, installed or completed. The cost of correcting any Work performed by Contractor or its Subcontractors, as well as the cost of repairing any other property of the Authority or Owner damaged by any such damaged or defective Work and any additional remedial engineering, testing and inspection and compensation for the Architect's services and expenses made necessary thereby shall be borne solely by Contractor.

Correction of Work After Completion. For a period of one year from the date of Final Acceptance of the Work or within such longer period provided by an applicable special warranty in the Contract Documents, Contractor shall at its sole cost and expense including any additional remedial engineering, testing and inspection and compensation for the Architect's services and expenses made necessary thereby, and at the earliest practical opportunity after receipt of notice from the Authority, re-execute, correct, repair or replace all Work which remains defective or nonconforming to the Contract Documents (whether arising from construction defect, error, omission or deficiency) and all portions of the Project adversely affected by or damaged by such defective or nonconforming Work; provided, however, that nothing in the foregoing shall in any way limit the Authority's right or ability to recover from Contractor for defective or nonconforming Work.

No Limitation. Nothing contained in this Contract shall be construed to establish a period of limitation other than those provided by law or special warranty with respect to other obligations of the Contractor, nor shall it be construed to establish a period of limitation other than such limitation provided by law or special warranty with respect to the Authority's rights and remedies in the event of the discovery of latent defects in the Work under this Contract. In addition, Section 4(b) relates only to the specific obligation of the Contractor to personally correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced against Contractor, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than the correction of the Work.

The Authority's Right to Stop the Work. If the Contractor persistently fails to correct defective Work as and when required, or persistently fails to carry out the Work, both in accordance with the Contract Documents, the Authority may determine that such a persistent or material failure is occurring and has occurred, and demand that Contractor submit a corrective work program and schedule, which is in full accordance with the Contract Documents and with the Work Day Schedule, and commence to cure such persistent or material failure within seven (7) days and diligently pursue such cure thereafter. In the event that the cure is not commenced and pursued to the reasonable satisfaction of the Authority within such period, the Authority may, by written order of the Authority's Representative, order the Contractor to stop the Work, or the portion of the Work to which such notice relates until the cause for such order has been eliminated; provided, however, the Authority's right to stop the Work shall not give rise to a duty on the part of the Authority to exercise the right for the benefit of Contractor or other persons or entities and shall not give rise to any liability of the Authority to Contractor resulting from delay, and Contractor shall not have any claim for an increase in the Guaranteed Maximum Price or a change in the Project Schedule due to stoppage in the Work or restarting the Work as aforesaid.

Authority's Right to Correct Deficiencies. If the Contractor fails within seven (7) days after receipt of written notice from the Authority to commence and continue correction of any defective or nonconforming Work with diligence and promptness, without prejudice to other remedies the Authority may have, including declaring Contractor in default, and with or without terminating this Contract in whole or in part, the Authority may correct such deficiencies, and deduct an amount equal to the expenditures incurred by the Authority in so doing from amounts due or to become due to Contractor. If the payments then or thereafter due Contractor are not sufficient to cover the amount of the deduction, Contractor shall pay the difference to the Authority promptly upon demand.

Acceptance of Nonconforming Work. The Authority may, in its sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents, rather than requiring its removal and correction, in which case the Guaranteed Maximum Price shall be reduced by Change Order in an equitable amount. Such adjustment shall be effected whether or not final payment to Contractor has been made.

Contractor's Records

Record Documents. The Contractor shall maintain on-site one full set of the Project Record Documents. The Contractor shall also maintain an up-to-date additional set of such Record Documents in a secure location off-site.

Contractor Financial and Other Records. During performance of the Work, and for a period of five (5) years after the Final Completion of the Work, the Contractor shall maintain full and complete records of the Work and the expenditures associated with this Contract, in accordance with such systems of accounting and records as are consistent with generally accepted construction accounting practices and standards.

Authority Access to Records. The Authority, the Architect and others, if authorized by the Authority, shall have complete access to, be provided with facilities to review and be furnished with copies of, when requested, such Project Record Documents and such Contractor's financial and other records at any time.

the Authority's RIGHTS

Authority's Representative. The Authority shall designate, from time to time, one or more representatives authorized to act on its behalf with respect to the Work, together with the scope of their authority, who shall observe the Work, assist the Authority in rendering necessary decisions, and communicate such decisions to the Contractor through its representatives.

2. Communications with Subcontractors. In communications relating to the Work, the Authority shall only communicate with Subcontractors and such Subcontractors shall only communicate with the Authority, through the Contractor.

3. Approvals. Whenever the Authority's approval or consent is required under this Contract, it shall not unreasonably be withheld.

TERM OF AGREEMENT; TIME OF PERFORMANCE

1. Term. This Master Contract begins on the Effective Date and expires on the fifth anniversary of the Contract. Each Task Order executed during the term of this Master Contract, unless sooner terminated in accordance with this Contract, shall remain in effect until the Project is completed in accordance with the timeline agreed to by the Parties in the specified Task Order. This Master Contract may be extended upon mutual agreement of both parties for an additional 2 years beyond the initial 5-year term.

Time of the Essence. It is understood and agreed that TIME IS OF THE ESSENCE IN THIS CONTRACT and the Contractor agrees to begin actual Work covered by this Contract in conformity with the provisions set forth herein and to prosecute the same with all due diligence, so as to complete the entire Work under this Contract within the calendar days stipulated in the Contract Documents after the date for commencement of Work as specified in the written notification to the Contractor from the Authority.

Taxes

1. Exemption from Certain Taxes. The prices stated in this Contract include all federal, state, county and municipal taxes in effect at the date set for the opening of bids, except manufacturers' and retailers' federal excise taxes and state sales and occupation taxes directly applicable to the completed items covered under this Contract and, upon the request of Contractor, the Authority will issue appropriate tax exemption certificates with respect to such excluded taxes.

2. Adjustments. If, after the Effective Date, there shall be imposed or charged any tax other than a tax upon the income of the Contractor and that tax shall be made applicable directly on the use, production, manufacture, sale or transportation of the items covered by this Contract which tax or charge must be borne by the Contractor because of a specific contractual obligation or by the operation of law, then the prices stated herein will be accordingly increased and any amount due to the Contractor as a result of the increase in such prices shall be charged to the Authority and entered upon invoices as a separate item, or at its option, when exempt from the payment of such tax, the Authority, in lieu of payment of such increase, will furnish to the Contractor appropriate tax exemption certificates or furnish other proof of exemption with respect to such tax or charge. If Contractor is relieved from the payment of any federal, state or local tax imposed, or portion thereof, included in the prices stated in this Contract by reason of the decrease or elimination of such tax, Contractor shall promptly submit to the Authority a statement showing the amount of such decrease or elimination and the prices stated in this Contract shall be adjusted to reflect such decreases or elimination.

Personnel

1. Staffing. Contractor shall assign and maintain and update as needed, a staff of competent personnel which is fully equipped and qualified to perform the services required by this Contract, including designation of the person on Contractor's behalf to serve as day-to-day liaison for contractual matters. In accordance with the foregoing, Contractor shall, within seven (7) days of receipt of the Notice to Proceed, appoint, subject to the Authority's approval which shall not be unreasonably withheld, a Management Representative who shall be authorized by the Contractor to promptly render decisions pertaining to all matters relating to the Work, in order to avoid delay in the orderly progress of the Work; and a Project Manager who shall be responsible for the overall construction progress and quality of the Work and shall visit the site of the Work at least once each week. In addition, the Contractor shall have a Project Superintendent at the site of the Work at all times.

2. Superintendence . The Contractor shall personally superintend the Work and shall assign to the Project a highly qualified Project Superintendent, experienced and skilled in projects of a similar nature and scope, who shall be at the Project site to act on its behalf at all times during working hours. Prior to the assignment of the proposed Project Superintendent, the Contractor shall submit to the Authority evidence of the qualifications of the proposed candidate for Project Superintendent. Such evidence shall include a list of at least three projects of a similar nature and scope, which the proposed candidate has completed as Project Superintendent. The list of projects shall include complete descriptions and the locations of the listed projects, and the original and final contract prices of each. Also, the Contractor shall submit at least three letters of professional reference regarding the candidate from building ownership, construction consulting, architectural or engineering firms which directly participated during the construction phases on such projects and have first-hand knowledge of the qualifications of the candidate. The letters of reference shall be on the letterheads of such firms, shall be detailed and shall each include the writer's name, title, current address and phone number. The Authority reserves the right to approve or reject each such candidate at its sole discretion. In the event that the Authority rejects such candidate, the Contractor shall promptly submit the qualifications of another candidate for the Authority's consideration. Also, the Authority reserves the right to require removal from the Project site of the Project Superintendent or any other of the Contractor's personnel at any time. In such events, and as required by the Authority, the Contractor shall submit the qualifications of one or more additional candidate(s) for Project Superintendent, or shall submit appropriate qualifications of any other of the Contractor's personnel, until acceptable to the Authority. The Contractor shall then promptly replace such personnel and hold the Authority harmless from and against all claims, demands, actions, damages, losses, costs, liabilities, expenses and judgments recovered from or asserted against the Authority due to actions that may be incident to, arise out of, or be caused by personnel changes.

3. Payment of Salaries and Wages. Salaries of employees of Contractor performing Work under this Contract shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except such payroll deductions as are mandated by law or permitted by the applicable regulations issued by the Secretary of Labor, pursuant to 40 U.S.C. 276(c).

4. Withholding by the Authority. If, in the performance of this Contract, there is any under-payment of salaries or wages by Contractor, the Authority shall withhold from payments due to Contractor, an amount sufficient to pay to employees underpaid the difference between the salaries or wages required hereby to be paid and the salaries or wages actually paid such employees for the total number of hours worked. The amounts withheld shall be disbursed by the Authority for and on account of Contractor to the respective employees to whom the amounts are due.

5. Prevailing Wage Act. Wages of laborers, mechanics and other workers employed under this Contract shall be subject to the provisions of the Illinois Prevailing Wage Act, 820 ILCS 130/1 et seq.

Indemnification

General Obligations. The Contractor shall, at its sole cost and expense, indemnify, defend and hold harmless the Authority, and its agents, officials, employees, and consultants (collectively, the "Indemnified Parties") against all injuries, death, loss, damages, claims, suits, liabilities, judgments, costs and expenses, of any kind and nature, including but not limited to reasonable attorney fees and expert witness fees, which may in any way accrue against any such Indemnified Party (collectively, for purposes of Article VIII, referred to as the "Loss") in consequence of this Contract or the performance thereof, or which may in any way result therefrom, whether or not it shall be alleged or determined that the Loss was caused through the negligence or omission of the Contractor or any of its members or their respective agents or employees, or of its Subcontractors or their respective employees. The Contractor shall, at its own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith, regardless of the merit of such claim. If any judgment shall be rendered against such Indemnified Party in any such action, the Contractor shall, at its sole cost and expense, satisfy and discharge the same. The Contractor expressly understands and agrees that the performance bonds, or insurance required by this Contract or the other Contract Documents of any Indemnified Party or the Contractor, or otherwise provided by the Contractor or such Indemnified Party shall in no way limit the responsibility to indemnify, defend and hold harmless the Indemnified Parties as herein provided.

Third-Party Claims. The indemnification obligations set forth herein shall include indemnification for Losses resulting from claims made by third parties against any Indemnified Party.

Indemnified Parties' Misconduct. Contractor's indemnification obligations set forth herein shall not apply to any part of a Loss which arises solely out of intentional misconduct on the part of the Indemnified Party seeking indemnification, or to a Loss or portion thereof which arises out of negligence on the part of such Indemnified Party, but only to the extent that such Indemnified Party's negligence or intentional misconduct contributed to the Loss, or that the Loss as determined by final judgment of a Court of competent jurisdiction is attributed in a final judgment or settlement approved by the Authority to such Indemnified Party's negligence or intentional misconduct.

Duty to Defend Pending Determination. Until such time as it has been (a) determined by a court of competent jurisdiction that any Indemnified Party is liable in whole or in part for a Loss caused by the Indemnified Party's own negligent or intentional acts or omissions or (b) mutually agreed between the Contractor and any Indemnified Party regarding allocation of liability for any Loss, the Contractor shall defend the Indemnified Party from such Loss at the Contractor's sole cost and expense. Each Indemnified Party shall furnish such information as may be reasonably required by the Contractor or defense counsel to provide an adequate defense and each such Indemnified Party shall cooperate fully in the defense of the claim giving rise to the Loss. If it is determined that an Indemnified Party is liable in whole or in part for the Loss caused by the Indemnified Party's own negligent acts or omissions, the Indemnified Party shall be responsible for the payment of that portion of the reasonable attorney's fees and related expenses incurred in the defense of the claim giving rise to the Loss equal to the Indemnified Party's adjudicated or agreed to share of liability for the Loss. In the event of a claim or action in which an issue arises as to whether an Indemnified Party's negligent acts or omissions contributed to the Loss, an Indemnified Party may, at its sole option, and at any stage of the proceedings, elect to defend itself in the matter without thereby relieving Contractor of its obligations to indemnify the Indemnified Party for all or any part of a Loss not attributed in the final adjudication, verdict, or decision, including any final appeal, or in a settlement approved by the Authority, to the negligence of an Indemnified Party.

Duty to Indemnify Unlimited. Contractor's indemnification obligation set forth herein shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor under workers' compensation acts, workers' occupational disease acts, disability benefit acts or other employee benefit acts or insurance policy coverages. To the extent permissible by law, Contractor waives any limits to the amount of its obligations to indemnify, defend or contribute to any sums due pursuant to Contractor's obligations under this Article VIII, including any claim by any employee of Contractor that may be subject to the Workers' Compensation Act, 820 ILCS 305/1 et seq. or any other law or judicial decision (such as Kotecki v. Cyclops Welding Corporation, 146 Ill. 2d 155 (1991)). The Indemnified Parties, however, do not waive any limitations they have on liability under the Illinois Workers' Compensation Act, the Illinois Local Government and Governmental Employees Tort Immunity Act, or any other statute.

INSURANCE

Contractor shall procure and maintain at all times during the term of this Agreement and at Contractor's expense, the insurance coverage set forth in the Insurance Requirement as set forth on Exhibit D, and shall provide the Authority with original certificates evidencing the required coverage. Contractor's insurance policies shall name the following as additional insured by endorsement as evidenced by the certificates of insurance: "Metropolitan Pier and Exposition Authority, its facilities, agents, officers, board members and employees". Contractor's duty to indemnify the Authority is independent from, and not limited in any manner by, Contractor's insurance coverage obtained pursuant to this Section or otherwise. Services shall not commence pursuant to this Agreement until all insurance is purchased. Evidence of same shall be furnished to the Authority prior to the commencement of Services.

CHANGES IN THE WORK

1. Change Order. The Authority may, from time to time, by written order signed by the Authority, request changes in the Work ("Changes"). If any such Changes result in a net increase or net decrease in the Contractor's cost of, or time required for, the performance of this Contract, an adjustment will be made in either the Guaranteed Maximum Price or the Project Schedule, or both, as required. Such changes, including any increase or decrease in the Guaranteed Maximum Price that are mutually agreed upon between the Authority and the Contractor, shall be incorporated in written amendments to this Contract. Such proposals or adjusted cost shall be limited to include Subcontractor's overhead and profit at no more than 10%, Contractor's overhead and profit at no more than 5% on Subcontractor performed Work, Contractor's overhead and profit on self-performed Work at no more than 10% and insurance and bond costs at rates verified as applicable to the Guaranteed Maximum Price.

2. Overhead. Contractors' and its Subcontractors' overhead shall include but not be limited to, all administration, supervision, scheduling, construction engineering, estimating, accounting, coordination, shop drawings and other submittals, record drawings, clerical services, documentation, reporting, transportation of personnel, security, communications, offices, small tools, legal services, insurance, financing and other construction services, goods and incidentals necessary or required to complete the Work in accordance with the proposed change order, except for direct cost items. Direct cost items shall only include labor, overtime and shift work, social security, and unemployment insurance and fringe benefits required by agreement or custom and workers' compensation insurance; materials and supplies whether unincorporated or consumed, rental machinery and equipment whether rented from the Contractor itself or others and excepting small tools; transportation of materials, supplies, machinery and equipment to the job site; temporary facilities; cleaning; testing, power and utilities; premiums for all bonds; permit fees and sales, use and other taxes not exempted.

Notice to Proceed with Change. If so, ordered by the Authority, the Contractor shall proceed with any Changes without delaying the progress of the Work, whether or not the parties have reached agreement with respect to any increase or decrease in the Guaranteed Maximum Price or Project Schedule.

Change Documentation. The Contractor shall submit a detailed statement in support of any request for an adjustment in the Guaranteed Maximum Price and Project Schedule, showing a detailed trade by trade cost breakdown including unit prices and quantities for each item of Work and, where applicable, Subcontractor's proposals or invoices in such form and detail as is satisfactory to the Authority.

TerminatioN

Termination for Default.

Notice; Opportunity to Cure. If, through any cause, Contractor shall default in performance of any of the terms of this Contract and has failed to cure or to take necessary action to cure such default as provided herein, the Authority may terminate this Contract. In such event, all finished or unfinished items of Work and any documents, data, studies and reports to be provided or prepared by Contractor under this Contract shall, at the option of the Authority, become the property of the Authority. If the Contract is so terminated, the Authority may take over the Work and prosecute same to completion by contract or otherwise and contractor shall be liable to the Authority for any excess costs occasioned thereby. Any such excess costs shall be liquidated by use of the retained percentages of progress payments due for Work completed prior to termination for default. If such retained funds are not sufficient to liquidate such liability, the Authority shall make a written demand upon Contractor for the unpaid liquidated balance thereof and Contractor shall promptly remit payment thereof.

Surrender of Items. In case the Authority shall terminate the Contract under Article XI, Section 1(a) above, Contractor shall deliver to the Authority within twenty (20) days all finished or unfinished items of material, equipment and product as well as all documents, data, studies, and reports to be provided or prepared by Contractor hereunder. In the event of the failure by Contractor to make such delivery upon demand, then and in that event, Contractor shall pay to the Authority any damages the Authority may sustain by reason thereof.

Recourse to Performance and Payment Bond; Other Remedies. Upon the occurrence of default, the Authority may (1) call upon the sureties to perform their obligations under the Performance and Payment Bond or (2) in the alternative, the Authority may take over the Work and complete the Work by its own devices, or may enter into a new contract for the completion of the Work, or may use such other legal methods as in the opinion of the Authority shall be required for the completion of the Work.

Remedies Not Exclusive. No remedy under the terms of this Contract is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedies, existing now or hereafter, at law, in equity or by statute. No delay or omission by the Authority to exercise any right or power accruing upon any event of default shall impair any such right or power nor shall it be construed to be waiver of any event of default or acquiescence therein, and the Authority may exercise every such right and power from time to time as often as it may deem expedient. If the Authority terminates all or any part of this Contract for Contractor's default, and if that termination is determined in a court of competent jurisdiction to have been wrongful, then in that case the termination shall be deemed to be a termination for convenience.

Termination for Convenience . The Authority may terminate this Contract, or any portion of the Work to be performed hereunder, at any time by a notice in writing from the Authority to Contractor. If the Contract is terminated by the Authority as provided herein, Contractor shall deliver to the Authority within twenty (20) days all finished or unfinished items of material, equipment and product as well as all documents, data, including but not limited to certified cost data, studies and reports to be provided or prepared by Contractor hereunder and these shall be and become the property of the Authority. Payment for the Work performed before the effective date of such termination shall be based upon an estimate of the Work actually performed by Contractor to the date of termination. Such estimate shall be mutually agreed upon by the Authority and Contractor. Such payment so made to the Contractor shall be in full settlement for Work performed under this Contract.

Cooperation and Coordination Between Contractors and the Authority

Duty to Cooperate and Coordinate Work. Unless otherwise provided, the Contractor shall, at its own initiative and expense, obtain all necessary information and cooperation and coordinate with other contractors and the Authority working within or adjacent to the Project site and shall sequence, conduct and join its Work so as to not obstruct, or be obstructed by, the work of such other contractors or of the Authority. The Contractor shall allocate sufficient resources to fulfill the requirements and necessities of the intent of the Contract Documents, with no delay in the Project Schedule and at no increase in the Guaranteed Maximum Price, to accommodate unanticipated existing or future obstructions or problems regarding sequencing, accessing or joining the Work whether or not such unanticipated problems are caused by the Contractor, other contractors, the Authority or other events or conditions which are not controlled by the Contractor.

No Damages for Delay. Contractor agrees that it, its members if a partnership or joint venture and its Subcontractors shall make no claims against the Authority for damages, charges, additional costs or expenses for costs incurred by reason of delays or hindrances by the Authority in the performance of the Work. If Contractor's performance is delayed by causes beyond Contractor's or its Subcontractors' reasonable control, or beyond the Work and related causes contemplated in this Contract, the time for performance may be extended by the Authority to reflect the extent of the delay, provided that Contractor shall have given the Authority written notice within ten (10) days of the commencement of such delay and shall have received the Authority's approval of the extension, which approval shall not be unreasonably withheld. The notice by the Contractor shall include a description of the reasons for the delay and steps Contractor has taken or will take to mitigate the scheduled effects of the delay. By permitting the Contractor to proceed with its Work, or any part of it, after such an extension, the Authority in no way waives any rights under this Contract, at law, or in equity. Notwithstanding the above, if there is a continuous stoppage of the Work that lasts for more than one (1) year from the date the Authority stops the Work, Contractor may adjust the Guaranteed Maximum Price to capture an increase in labor rates Contractor is required to pay for Work performed under this Contract.

Plans or Drawings and Specifications Co-operative. Plans or Drawings and Specifications mentioned in the Contract Documents shall be so considered that any material(s) and/or configuration(s) shown on plans or drawings and not therein specified, or material(s) and/or configuration(s) therein specified and not shown on plans or drawings, or any material(s) or configuration(s) shown and/or specified incompletely, shall be executed by the Contractor the same as though it were both shown and specified. The Contractor shall take field measurements and shall verify existing conditions and dimensions as required by Article II, section 3(g) herein. The Contractor shall also carefully study and compare the Drawings and Specifications with each other and with such existing conditions and shall check all dimensional information prior to layout, procurement and installation of the Work. All related and necessary Work shall be included in accordance with the Contract Documents whether or not indicated in the drawings or specified. In the event of a discrepancy between an item of Work or dimensions both shown on a drawing as well as described in a specification, the determination of which document shall control shall be made by the Authority's Representative in his/her sole discretion. In the event of any discrepancy between an item of Work or dimensions shown or described in one section and another section of the Drawings or of Specifications, or in the event of any material(s) or configuration(s) shown and/or specified incompletely, then in general, and consistent with the design intent, the larger detail, more specific description, more complete scope, higher quality, greater capacity, larger quantity, more labor intensive, or more expensive and most complete material or configuration shall be applicable at no additional cost to the Authority and subject to the sole discretion of the Authority. The Contractor shall advise the Authority in writing of any discrepancies and request clarification thereof in accordance with the following provision.

Requests for Clarification or Information. The Contractor shall submit requests for clarification or information sufficiently in advance of the time required for the Work to be done to allow the Authority and the Architect sufficient time to review the matter and to render a decision. Such requests shall include the following information where applicable: (a) details and nature of the matter; (b) details and locations of conflicts; (c) drawing numbers and detail numbers involved; (d) identification of items involved; (e) Contractor's requested or preferred solution (include sketches or narratives as needed); and (f) impact on other new or existing items of Work or physical features.

Cooperation with Successor Contractors. If this Contract is terminated for any reason or set to expire on its own terms, Contractor must make every effort to assure an orderly transition to another provider of the Work, if any. Contractor must make an orderly demobilization of its own operations, provide the Work uninterrupted until the effective date of termination or expiration, and otherwise comply with the reasonable requests and requirements of the Authority in connection with the termination or expiration.

TESTING AND INSPECTION RESPONSIBILITY

Right to Inspect. In addition to the tests and inspections, if any, provided for below and elsewhere in the Contract, including all Contract Documents, the Authority shall have the right at any time to inspect or test any portion of the Work, or any materials used or to be used in carrying out this Contract, or to require the Contractor to do the same, as a cost of the Work.

Availability of Materials/Equipment. The Authority does not assume any responsibility for the availability of any controlled materials or any other materials and equipment required under this Contract.

Quality. The Contractor shall be responsible for the contracted quality and standards of all services, materials, components and completed Work and portions thereof furnished or furnished and installed under this Contract. The Contractor shall provide to the Authority within ten (10) working days after the Effective Date of this Contract, the Contractor's Quality Assurance (QA) Program, which will be used in the execution of the Project. At a minimum the program must designate the party responsible for assuring QA program implementation, the identification and control of items used and installed, the inspections required to verify conformance, the format of quality conformance documentation and periodic reports. Final Acceptance by the Authority shall not relieve Contractor of its duty to utilize materials, components and services of the quality specified in the Contract Documents. Contractor shall issue thorough weekly Quality Conformance Reports to the Architect and to the Authority. Work, materials, components or completed Work or portions thereof not complying with the Contract Documents may be rejected by the Authority's Representative and shall be replaced by the Contractor at no cost to the Authority.

Timeliness of Testing. The Contractor shall make arrangements to have tests and inspections made of the Work and of goods, materials or components as required or provided for by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities, including the Authority, at an appropriate time. Unless otherwise provided in the Contract, the Contractor shall make arrangements for such tests, inspections and for any required approvals of governmental bodies with an independent testing laboratory or entity acceptable to the Authority or with the appropriate public authority. The Contractor shall give the Authority timely notice of when and where tests and inspections are to be made so the Authority may observe such procedures and shall promptly obtain and furnish copies of each test report to the Authority.

Re-Testing. If the Authority, in good faith, acting reasonably, or public authorities having jurisdiction determine that the Work or portions thereof or goods, materials or components required as provided for by the Contract Documents require additional testing, inspection or approval to be given by such public authorities not included under the above paragraph, the Authority will instruct the Contractor to make arrangements for such additional testing, inspection or approval as a cost of the Work by an entity acceptable to the Authority and the Contractor shall give timely notice to the Authority of when and where tests and inspections are to be made so the Authority may observe such procedures and shall promptly obtain and furnish copies of each test report to the Authority. Furthermore, if the above procedures for testing, inspection or approval reveal failure of the Work or portions thereof, or of goods, materials or components required or provided for by the Contract Documents, to comply with requirements established by the Contract or any laws, ordinances, rules, regulations or orders of public authorities having jurisdiction, the Contractor shall bear, at its sole cost and expense, all costs made necessary by such failure including those of repeated testing, inspection and approval procedures.

Procedure for Payments; Payments of Contract Price and Retainage

Monthly Progress Payments. The Authority will, provided that the Contractor shall proceed properly to perform and complete the Work required under this Contract, make monthly progress payments to the Contractor, in accordance with an approved determination of the amount already earned. Contractor shall submit completed AIA G-702 and 703 forms to the Authority for payment for previous months completed work.

Application for Payments. The Contractor shall make an Application for Payment on a monthly basis certified by the Architect.

Supporting Documents. Together with each Application for Payment, the Contractor shall submit a Monthly Progress Report to the Authority, and invoices on forms and itemized as required by the Authority. The invoices shall be for Work completed during the invoice period. Payment will be made on the basis of approved invoices and such supporting documentation as the Authority may require, including but not limited to, receipted invoices for materials used and transportation charges and certified payroll records, MBE/WBE documents, updated Submittal Schedule, updated Construction Schedule and any applicable lien waivers releasing the Authority from any and all present or future liability which accrued or may accrue against the Authority on account of the Work covered thereby. Payment will not be released by the Authority until all supporting documents have been submitted.

Right to Apply Monies Due. The Authority shall have the right to deduct from any funds and monies due or thereafter to become due to the Contractor, including any amounts due to the Authority from the Contractor as a result of any claims, losses, expenses, damages, obligations or liabilities for which the Contractor is responsible pursuant to the provisions of this Contract, including liquidated damages, and apply those funds deducted toward the satisfaction of such claims, losses, expenses, damages, obligations or liabilities. This provision shall apply even though there has been no final determination, judicial or otherwise, of the Contractor's liability, therefore. The deduction and application of such funds shall not relieve the Contractor of its responsibility or liability for any amounts owed in addition to those amounts deducted by the Authority.

Title to Delivered Goods and Materials. Applications for Payment may include a request by Contractor for payment for materials, equipment and furnishings delivered and suitably installed at the Project site. That portion of any payment which is requested on account of materials or equipment delivered and suitably stored at the site, or at other locations approved by the Authority, but not incorporated into the Work shall be permitted only if approved in advance by the Authority. If required by the Authority, such payment shall be conditioned upon submission to the Authority of bills of sale or upon such other procedures as will establish the Authority's title to such material or equipment or otherwise adequately protect the Authority's interest therein, including applicable insurance, suitable provisions for storage (including but not limited to, procedures for segregating such materials or equipment from other property of the Contractor or applicable Subcontractor, supplier or fabricator, and designating same as having been acquired for the Work), suitable arrangements for transporting such materials or equipment to the Project site and UCC filings.

Contractor's Additional Warranties. In presenting an Application for Payment to the Authority, the Contractor warrants that:

Title to the Work, including all materials, furnishings and equipment, covered by an Application for Payment will pass to the Authority, free and clear of liens, claims, security interests or other encumbrances (for purposes of this Section, hereinafter referred to as "Liens"), either by incorporation in construction or upon receipt of payment by the Contractor, whichever occurs first, and such Work shall not give rise to any claims against the Performance or Payment Bond furnished by the Contractor. The Contractor shall provide evidence demonstrating the above facts to the satisfaction of the Authority upon the Authority's request; and

No Work, or any materials or equipment constituting a portion of the Work, covered by an Application for Payment will have been acquired by the Contractor, or any other person performing Work at the Project site or furnishing materials, furnishings, or equipment for the Work, subject to an agreement under which a Lien is retained by the seller or otherwise imposed by the Contractor or such other person; and

The construction has progressed to the point indicated; the quality of the Work and any goods and materials covered by the Application for Payment are in accordance with the Contract Documents; and the Contractor is entitled to payment in the amount requested.

Retainage. The Authority shall retain the following described percentages out of the monies earned pursuant to this Contract and such percentages shall not be payable until Contractor shall satisfy the Authority that all Subcontractors, workers and employees have been fully paid and that the Work covered by this Contract has been fully completed in accordance with its provisions and is satisfactory to the Authority. Retainage does not include the value of services and items of Work that are incomplete, incorrect, defective, unacceptable or not performed.

From each progress payment, ten percent (10%) of the amount payable in connection with the Work covered by the Application for Payment shall be held. Upon application by the Contractor and subject to the sole option and approval of the Authority, the retainage may be held fixed without further increase for the first fifty percent (50%) of the project which shall be held until completion of the Work performed pursuant to this Contract. Any retainage reductions are subject to the sole option and approval of the Authority.

Upon Final Completion and acceptance of the Work and prior to Contract closeout of Contractor's Work, out of the amount described in this Article XIV, section 7 above, two percent (2%) of the total amount of the Guaranteed Maximum Price may be retained and the balance released to the Contractor at the sole option and approval of the Authority.

Upon Final Completion and Contract closeout, acceptance of Contractor's Work by the Authority, satisfaction of all claims and obligations and upon receipt of consent of the Contractor's surety, the remaining retainages shall be remitted in final payment.

Affidavit; Waivers. At the time of presenting a request for partial payment, the Contractor shall furnish an affidavit attesting to the payment of all bills and liabilities in connection with the previous partial payment and partial waivers of lien and affidavits of Subcontractors and material suppliers. The affidavit is to be in duplicate on a form acceptable to the Authority. At the time of filing the request for final payment, Contractor shall also furnish an affidavit attesting to the payment of all bills and liabilities in connection with this Contract and final waivers of Subcontractors and material suppliers. The affidavit is to be in duplicate on a form acceptable to the Authority. All guarantees required under the Contract shall also be submitted with or before the final payment request.

Release. The acceptance by the Contractor of the final payment above-mentioned shall operate as and shall be a release to the Authority from all claims or liability under this Contract for anything done or furnished or relating to the Work under this Contract, or for any act or neglect of the Authority relating to or connected with this Contract.

Certificate of Substantial Completion; Punchlist. Prior to Substantial Completion, the Contractor shall prepare and deliver a written notice to the Authority stating the anticipated Date of Substantial Completion and describing and itemizing the Work to be completed by such date and the anticipated "Punch List" items, including line item dollar values attributable to each such items, that will remain to be completed upon Substantial Completion. Thereafter the Contractor shall notify the Architect and the Authority in writing when the Contractor believes in good faith that the subject Work is substantially complete. When the Architect and Authority confirm Substantial Completion, the Architect shall prepare for the Authority's acceptance and signature a "Certificate of Substantial Completion" signed by the Contractor and certified by the Architect in a format acceptable to the Authority and a detailed Punch List which shall be prepared and furnished by the Contractor, of items that remain to be completed plus line item dollar values and completion dates for such items that remain to be completed. The notice by the Contractor of the anticipated Date of Substantial Completion shall not be binding on the Authority, and the ultimate determination of Substantial Completion shall rest with the Authority and shall be evidenced by the Authority's executing and returning to the Contractor its acceptance of the Certificate of Substantial Completion (or Certificate of Partial Substantial Completion, as applicable). The Authority shall not unreasonably withhold or condition acceptance and execution of a Certificate of Substantial Completion (or a Certificate of Partial Substantial Completion); provided, however, that (i) the Work shall not be deemed Substantially Complete and the Authority shall not execute a Certificate of Substantial Completion until the following have occurred: (a) the Work is sufficiently complete in its entirety and has been tendered to the Authority so that the Authority can occupy and utilize the entire Work and each part thereof for its intended use in accordance with the Contract Documents without material interference from incomplete or improperly completed Work and with only minor Punch List items remaining to be completed or corrected, or both, and (b) the degree of completion of the Work is such that the Contractor shall have obtained and furnished to the Authority occupancy and any other such required permits from the City of Chicago or such other temporary permission to use or occupy as is customary under the circumstances, subject only to Punch List items, (ii) in the case of a portion of the Work, the conditions set forth below shall have been satisfied:

Partial Substantial Completion. The Authority may, in its sole discretion, agree that a portion or component of the Work, acceptable to the Authority, may be certified by the Architect as Substantially Complete provided that:

The requirements provided herein for issuance of a Certificate of Substantial Completion are complied with for the portion of the Work for which a Certificate of Partial Substantial Completion is being sought;

Such portion and any and all appurtenances, utilities, transportation arteries and any other items required under the Contract Documents and necessary to serve that portion of the Work are sufficiently complete so that the Authority can utilize and occupy that portion for its intended use in accordance with the Contract Documents without material interference from any incomplete or improperly completed items of Work; and

The Authority is fully able to use and occupy the portion(s) of the Work for the purposes intended and the Contractor separates the portion(s) of the Work substantially complete from non-complete areas of the Work in order to prevent noise, dust and other construction disturbances which would materially interfere with the use of such portion(s) for its intended use in accordance with the Contract Documents and to assure the safety of those entering, exiting and occupying the completed portion(s).

Final Inspection, Acceptance and Final Payment. The Contractor shall comply with all provisions of the Contract Documents including but not limited to, those for Final Inspection, Acceptance, Contract Closeout and Final Payment. The Contractor shall be required to submit a Certificate of Final Acceptance signed by the Architect.

MBE and WBE Requirements, Equal Opportunity, AND PROJECT LABOR AGREEMENT

Non-Discrimination. Contractor, in performing Work under this Contract shall not discriminate against any worker, employee or applicant nor any member of the public on the basis of race, color, religion, age, sex or national origin, ancestry, marital status, physical or mental handicap unrelated to the person's ability to perform the duties of a particular job or position, or unfavorable discharge from military service, nor otherwise commit an unfair labor practice, with respect to but not limited to the following actions: recruitment, hiring, training, employment, transfer, upgrading, promotion, compensation, working conditions, layoffs and termination. Contractor shall post in conspicuous places, available to employees and applicants for employment or apprenticeship programs, notices setting forth the provisions of this non-discrimination clause. Contractor shall take affirmative action to assure equality of employment opportunity and to eliminate the effects of past discrimination, shall comply with the procedures and requirements of and cooperate with the Illinois Department of Human Rights. Attention is particularly drawn to the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq.; to the Illinois Veterans Preference Act, 330 ILCS 55/0.01 et seq.; to the Civil Rights Act of 1964, 42 U.S.C. Sec. 2000 et seq. (1988) and the Civil Rights Act of 1991; The Age Discrimination in Employment Act, 42 U.S.C. Sec. 6101 et seq. (1988); the Rehabilitation Act of 1973, 29 U.S.C. Secs. 793-94 (1988); the Americans with Disabilities Act, all as amended from time to time, and to applicable federal, state and local rules and regulations. Contractor shall further incorporate this clause in all contracts with subcontractors and with all labor organizations furnishing skilled, unskilled and craft union skilled labor, or who may perform any such labor or services in connection with this Contract.

Project Labor Agreement. Contractor acknowledges that all construction projects at the Facility shall comply with the provisions of the Project Labor Agreement.

Special Conditions. The Authority has adopted and maintains a minority and female owned business enterprise procurement program for any and all work undertaken at the Facility. The Authority's overall goals for MBE and WBE participation in the performance of all goods and services are 25% and 5% respectively. Proposers will acknowledge and agree that they shall make a good faith effort to achieve feasible MBE WBE participation, both direct and indirect, on this Contract.

Compliance. As part of its review and approval of the Contractor's monthly payment requests, the Authority will monitor the Contractor's performance to reasonably satisfy itself that the Contractor will meet its commitment and use its good faith efforts to achieve the maximum MBE/WBE allocation. In order for the Authority to ensure that the Contractor complies with its MBE/WBE commitment, the Contractor shall submit certified monthly statements with its invoices that include information on the level and scope of MBE and WBE participation in monetary terms as well as a description of the services provided by each MBE and WBE.

Remedies for Noncompliance. In the event the Contractor fails to fulfill its obligations under this Article XVI, the Authority shall have available to it appropriate remedies at law or in equity, including the right to withhold amounts due to the Contractor for any of the Work until the Contractor provides a corrective action plan which has been approved by the Authority or demonstrates to the Authority's satisfaction that all good faith efforts to comply with the goals set forth herein have been exhausted, together with the ability to disqualify the Contractor from all future work that may from time to time be undertaken by the Authority as well as all unfinished Work on the Project.

AUTHORITY PROPRIETARY RIGHTS

Copyrights. The Contractor and the Authority intend that, to the extent permitted by law, any deliverables to be produced by the Contractor at the Authority's instance and expense pursuant to this Contract (hereinafter, the "Deliverables") are conclusively deemed "works made for hire" within the meaning and purview of Section 101 of the United States Copyright Act, 17 U.S.C. 101 et seq., and that the Authority upon payment as required by this Contract will be the copyright owners of the Deliverables and of all aspects, elements and components of them in which copyright can subsist. To the extent that any Deliverable does not qualify as a "work made for hire," the Contractor hereby irrevocably grants, conveys, bargains, sells, assigns, transfers and delivers to the Authority, 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 Authority under this Contract, free and clear of any liens, claims or other encumbrances, to the fullest extent permitted by law. The Contractor will execute all documents and perform all acts that the Authority may reasonably request in order to assist the Authority in perfecting its rights in and to the copyrights relating to the Deliverables, at the sole expense of the Authority. The Contractor warrants to the Authority, its successors and assigns, that on the date of transfer the Contractor 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. The Contractor further warrants that it has not assigned any copyrights nor granted any licenses, exclusive or nonexclusive, 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. The Contractor warrants and represents that, consistent with the standards of care set forth in Article II, the Deliverables are complete, entire and comprehensive in accordance with the requirements herein, and that the Deliverables constitute a work of original authorship.

Names and Logos. The Authority owns all right, title and interest to the trademarks and service marks, MCCORMICK PLACE(R) and McCormick Place and Design, McCormick Square and Design, among numerous others (the "MPEA Marks"). Contractor must not use the MPEA Marks without prior written consent. Also, Contractor must not permit anyone else to do so.

Sponsorship Program. The Authority grants exclusive sales or advertising rights to certain products, brands or services at the Facility. Accordingly, to the extent permitted by law, Contractor must not advertise, promote, or display any competing products, brands, or services at the Facility, including through displays or signs in or on any equipment, visible through or on any windows facing onto any part of the Facility, or in advertisements, promotional material, or displays referring to the Facility, or utilizing the MPEA Marks. Contractor must not interfere with sponsor events.

MISCELLANEOUS TERMS AND CONDITIONS

Compliance with Laws. The Contractor shall comply and shall cause all subcontractors to comply with all existing and future applicable laws, ordinances, rules, regulations, and lawful orders of public authorities relating to the Work and the Project and shall give all applicable notices pertaining thereto; shall prepare and file all documents required to obtain the necessary approvals of governmental authorities having jurisdiction over the Work; actively administer approvals processing and promptly coordinate required corrections or additional information required by public authorities; shall use its best efforts to expedite reviews and approvals; and shall secure and pay for all building and other permits, governmental fees, licenses and inspections necessary for the proper execution of the Work. The Contractor shall promptly inform the Architect and the Authority of the status of the permitting process by verbal and written reports at least weekly.

Guarantees and Warranties . All Work required by the Contract Documents shall be guaranteed and warranted for a minimum of one (1) year from the date of Substantial Completion unless extended by specific sections of the Contract Documents. All guarantees and warranties required by the Contract Documents shall be furnished by the Contractor and shall be delivered to the Authority before final payment on the Contract is issued.

Setoff. All amounts owed by Contractor to the Authority as a result of the provisions of this Contract may be deducted from amounts owed by the Authority to the Contractor if sufficient funds exist, or shall be paid by the Contractor on demand.

Access by Others. The Contractor shall afford the Authority and its authorized designees access to the site of the Work at all times. Access to the Work site shall also be permitted at all times to all federal, state, county, City of Chicago and other safety, regulatory and inspection departments, personnel and agencies and other public entities having jurisdiction over the Work and the site.

Permits . Unless otherwise provided, the Contractor shall take out all permits, licenses and inspections necessary for the proper execution and occupancy of the Work described in and required by this Contract.

Services, Facilities, etc. The Contractor shall provide, or cause to be provided, everything necessary or required for the orderly progress and proper execution and completion of the Work in accordance with the requirements of the Contract, whether temporary or permanent and whether or not incorporated or to be incorporated into the Work in addition to the divisions of the Work described in Article II, Section 1.

Safety Requirements.

The Contractor, its Subcontractors, and suppliers performing Work on the Project site shall observe and be bound by all current requirements and regulations of the Occupational Safety Health Act (OSHA) and any applicable state and local health and safety laws, rules, standards and regulations. The Contractor shall be responsible for the implementation, monitoring and enforcement of the aforementioned laws and regulations on the Project construction site to which this Contract pertains; and shall be responsible for the compliance with said laws, standards, rules and regulations by all subcontractors, sub-tier contractors and suppliers performing work on this project site. The Contractor shall also be receptive to and implement any and all safety recommendations submitted by the Authority's Safety Consultants or the Authority's Insurance Carriers' Safety Consultants.

The Contractor shall submit to the Authority its Corporate Safety Manual(s), Field Safety Handbook, Hazardous Communication Program, Weekly Safety Report, Weekly Safety Meeting Minutes, copies of all accident and/or Incident Reports, confined entry permits, and other reports and permits required by OSHA.

Each month the Contractor shall submit to the Authority a complete Safety Progress Self Review Summary on forms approved by the Authority for itself and its subcontractors which shall include: (1) average number of employees working on site during the period, (2) employee hours worked for the period, year to date and job to date, (3) number of first aid cases, (4) number of OSHA recordable cases, (5) number of lost time cases, (6) number of fatalities, and (7) number of safety training sessions held (tool box meetings, etc.).

Site Security. The Contractor shall take any and all precautions that may be reasonably necessary to render all portions of the Work, the site and any adjacent areas affected by the Work secure in every respect, to decrease the likelihood of accidents from any cause, and to avoid vandalism and other contingencies which are liable to delay the Work or give rise to any claims or liabilities. The Contractor shall provide all necessary facilities to provide safe means of access to all points where the Work is being performed.

Contractor's Authority and Financial Responsibility. The Contractor further represents and warrants as of the date hereof and throughout the term of this Contract:

Financial Responsibility. That it has the financial resources, is solvent, and is sufficiently experienced, licensed (to the extent required) and competent to perform the Work, that the material facts stated or shown in any papers submitted or referred to in connection with its Bid, this Contract and all other Contract Documents, and any subsequent additions thereto, are true, and that the Contractor has full power and authority, and has all approvals necessary, to execute and perform the Work, and the same is a legal, valid and binding obligation of the Contractor, enforceable against the Contractor in accordance with its terms;

Conflicts of Interest. Contractor covenants that no member of the Authority or Owner's Board nor any officer, employee or agent of the Authority or Owner shall have nor acquire any personal interest, direct or indirect, in this Contract or the compensation to be paid hereunder. Contractor covenants that he or she has no interest and shall not acquire any interest, direct or indirect, in the Work to which this Contract pertains which would conflict in any manner or degree with the performance of Work hereunder. Contractor further covenants that in the performance of this Contract no person having any such interest shall be employed.

Disclosure of Ownership Interests and Other Certifications. The Contractor shall, if requested, provide to the Authority evidence of its authority to do business in the State of Illinois, including without limitation, certificates of good standing or of registration with the Office of the Secretary of State of Illinois or the requirements of the Metropolitan Pier and Exposition Authority Act, 70 ILCS 210/1 et seq. relating to disclosure of ownership interests and, prior to execution of the Contract by the Authority, provide the Authority with a disclosure of ownership interests certification in accordance with such requirements. If Contractor is a partnership or joint venture, then all members of the partnership or joint venture shall submit such documents to the Authority and all other certifications or affidavits described in this Section. The Contractor, in performing its obligations under this Contract, shall comply with all federal, state and local laws, rules and regulations regarding collusion and bribery, including without limitation the provisions of the Non-Collusion Affidavit submitted by the Contractor and attached to RFP. In addition, Contractor has submitted a Drug-Free Workplace Certification, which is attached to the RFP and incorporated by reference as if set forth here. Contractor further agrees to supply such other certifications and affidavits as may be required by federal, state or local law in the award of public contracts, all to be attached under Exhibit 4 and incorporated by reference. The Contractor shall further cause its subcontractors to submit such disclosure of ownership interests certifications and any additional information related thereto required by the Authority.

Affidavits. Contractor acknowledges and agrees that any affidavit or certification or acknowledgment made under oath in connection with this Contract is made under penalty of perjury and, if false, is also cause for termination.

Contractor Assignment. Contractor shall not assign this Contract or funds due under this Contract, without the prior written consent of the Authority, which may be granted or refused in the sole discretion of the Authority.

Counterparts. This Contract comprises several identical counterparts, each to be fully executed by the parties and each to be deemed an original having identical legal effect.

Modification. No modifications or changes to the Contract, or any part thereof, shall be valid unless in writing and signed by the parties hereto, or their respective successors and assigns, provided, however that the Authority shall be entitled to unilaterally alter, modify, add to or delete from any Work to be performed under this Contract, if within or related to the general scope of the Work, in accordance with this Contract.

Applicable Law. This Contract shall be governed as to performance and interpretation in accordance with the laws of the State of Illinois. The Contractor hereby irrevocably submits itself to the original jurisdiction of those courts located within the County of Cook, State of Illinois, with regard to any controversy in any way relating to the award, execution or performance of this Contract. The Contractor agrees that service of process on the Contractor may be made, at the option of the Authority, either by registered or certified mail addressed to the Management Representative, by registered or certified mail addressed to any office actually maintained by the Contractor, or by personal delivery on the Project Manager or any officer, director, or managing or general agent of the Contractor. If any action is brought by Contractor against the Authority concerning this Contract, the action shall only be brought in the courts located within the County of Cook, State of Illinois.

Interpretation. Any and all headings of this Contract are for convenience of reference only and do not modify, define or limit the provisions thereof. Words of any gender shall be deemed and construed to include correlative words of the other genders. Words importing the singular number shall include the plural number and vice versa, unless the context shall otherwise indicate. All references to any exhibit or document shall be deemed to include all supplements and/or amendments thereto entered into in accordance with the terms of this Contract. All references to any person or entity shall be deemed to include any person or entity succeeding to the rights, duties, and obligations of such person or entity in accordance with the terms of this Contract.

Severability. If any provision of this Contract shall be held to be inoperative or unenforceable as applied in any particular case or in all cases in any jurisdiction because it conflicts with any other provision hereof or any constitution, statute, ordinance, rule of law or public policy, or for any other reason, such holding shall not have the effect of rendering the provision herein contained inoperative or unenforceable in any other case or circumstance or of rendering any other provisions herein invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or sections contained in this Contract shall not affect the remaining portions of this Contract or any part hereof, and they shall otherwise remain in full force and effect.

Publicity. The Contractor, its officers, agents, employees and its Subcontractors, their officers, agents and employees shall not issue publicity news releases or grant press interviews relating to the Project or the Work, or display any on-site signage, except safety and traffic signage, without the express prior written consent of the Authority. In addition, except as may be required by law during or after performance of this Contract, the Contractor shall not disseminate any information of any nature whatsoever regarding the Project or the Work without the express prior written consent of the Authority. In the event the Contractor, its officers, agents, employees and its Subcontractors, their officers, agents and employees are presented with a subpoena duces tecum regarding the Project or Work records, data, or documents, then such person or entities shall immediately give notice to the Authority and its General Counsel with the understanding that the Authority shall have the opportunity to contest such process by any lawful means available to it before such records or documents are submitted to a court or other third parties.

Steel Products. This Agreement shall be subject to all provisions of the "Steel Products Procurement Act" (30 ILCS 565/1, et seq.), as amended. Accordingly, steel products used or supplied in the performance of this Agreement or any subcontract thereto shall be manufactured or produced in the United States. For purposes of the Steel Products Procurement Act, "United States" means the United States of America and any place subject to the jurisdiction thereof, and "steel products" means products rolled, forced, shaped, drawn, extruded, forged, cast, fabricated, or otherwise similarly processed or processed by a combination of two or more such operations, from steel made in the United States by the open hearth, basic oxygen, electric furnace, Bessemer or other steel-making processes. Notwithstanding the above, the provisions of the Steel Products Procurement Act shall not apply in the event that Contractor notifies the Authority and Owner in writing that procuring steel products in accordance with the Steel Products Procurement Act will increase the Guaranteed Maximum Price by 10%. Knowing violation of this Section may result in the filing and prosecution of a complaint by the Attorney General of the State and shall subject the violators to a fine of the greater of Five Thousand Dollars ($5,000) or the payment price received (as set forth in the Steel Products Procurement Act) as a result of such violation.

Subcontractors' Mechanic's Liens. If any Subcontractors, suppliers, employees or any other persons directly or indirectly acting for, through or under any of the foregoing parties files or maintains a mechanics' or materialmen's lien (a "Mechanics' Lien") against monies due or to become due under this Contract, the Authority shall withhold from any subsequent payments due to Contractor hereunder the amount claimed to be owing to such Subcontractors, suppliers, employees or other persons until such time as the Contractor has obtained a release, in form and substance reasonably satisfactory to the Authority, of such claims from the applicable Subcontractors, suppliers, employees or other persons. Notwithstanding the foregoing, the Authority shall not withhold from payments due the Contractor any amounts subject to a Mechanics' Lien if the Contractor (a) is in good faith and with due diligence contesting such Mechanics' Lien, (b) posts a bond or other security reasonably satisfactory to the Authority (and demonstrates to the Authority's satisfaction that any such bond or other security is legally permitted and has been authorized by the Mechanic's Lien claimant), and (c) indemnifies, defends and protects fully the Authority against loss to the Authority by reason of such Mechanics' Lien.

No Waiver of Legal Rights. No approval given by the Authority under this Contract shall operate to relieve the Contractor from any of its responsibilities under this Contract or be deemed as an approval by the Authority of any deviation contained in any items or document subject to such approval from, or of any failure by the Contractor to comply with, any requirement of this Contract, unless such deviation or failure has been specifically approved by a Modification to this Contract in accordance with its terms. Unless the Authority has specifically approved in writing a deviation from the Contract Documents in a contract modification, the Authority shall not be precluded or stopped by any such approval, review, measurement, estimate or certificate made either before or after the completion and acceptance of the Work and payment therefore, from (a) showing the true amount and character of the Work performed and goods and materials furnished by the Contractor, or showing that any such measurement, estimate or certificate is untrue or incorrectly made, or that the Work or goods and materials do not conform in fact to this Contract or the Contract Documents, or (b) recovering from the Contractor and its sureties such damages as it may sustain by reason of Contractor's failure to comply with the terms of this Contract. Except as provided herein, neither the acceptance of the Authority, or any representative of the Authority, 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 Authority, shall operate as waiver of any portion of this Contract, or of any power herein reserved or any right to damages herein provided. A waiver of any other breach of this Contract shall not be held to be a waiver of any other breach whether prior to or subsequent thereto. The Authority's delay in declaring that a breach has occurred or otherwise asserting its rights under this Contract shall not constitute a waiver of such breach or limit any of the Authority's rights under this Contract, so long as the breach shall be continuing.

Claims and Disputes.

Definition. "Claim" shall mean a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of the Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract, including other disputes and matters in question between the Authority and Contractor arising out of or relating to the Contract. The party making a Claim shall bear the responsibility to substantiate it.

Time Limits on Claims. Claims shall be made within sixty (60 ) days after occurrence of the event giving rise to such Claim or within 60 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims shall be made by written notice to the Authority and shall be fully documented. The failure to give notice of any Claim in accordance with the foregoing shall constitute waiver of such Claim.

Disputes. In the event of any dispute arising between the parties or involving any subcontractor as to the interpretation of this Contract or relating to the Work or the Project, the parties shall attempt to resolve such dispute in good faith.

Duty of Contractor to Continue Work During Pendency of Dispute. In the event of any dispute arising between the parties as to the interpretation of this Contract relating to the Work, the parties shall attempt to resolve such dispute in good faith. Notwithstanding the existence of any dispute or that such dispute may remain unresolved, Contractor shall proceed with the completion of the Work, including any Work in dispute and shall require the same of its Subcontractors.

Waiver of Claims; Final Payment. The acceptance by the Contractor of the final payment and release of any retainage shall operate as and shall be a release to the Authority from all present and future claims or liabilities, of whatever kind or nature, arising under, relating to or in connection with the Work or the Project, or from any act or omission of the Authority relating to or connected with the Contract Documents, the Work or the Project, except those Claims or liabilities, if any, for which Contractor has prior to the making of final payment provided the Authority with written notice in accordance with this Section.

Rights of Entry. The Contractor shall use, and shall cause its Subcontractors to use, a reasonable degree of care when entering the Facility, in connection with the Project. Contractor and its Subcontractors shall comply with any and all instructions and requirements for the use of such property. In the case of property owned by any other entity, the Contractor shall separately negotiate and obtain any license or permission to enter upon such property. The Authority agrees to join in any application with the Contractor to any public entities in order to secure such licenses or permission.

Owner Right to Direct Action. The Authority has the right to direct action against Contractor for any losses or damages to the Facility that arise out of Contractor's performance of the Work under this Contract in accordance with the terms of this Contract.

Personal Liability of Public Officials. In carrying out any of the provisions of this Contract or in exercising any power or authority granted to them hereby, there shall be no liability upon any Board member, official, their authorized representative, or any employee of the Authority, either personally or in their capacities as Board members or officials of the Authority, it being understood that in such matters they act as agents and representatives of the Authority.

Risk of Loss. Regardless of passage of title, the risk of loss to any of the Work and to any goods, materials, equipment and furnishings, provided or to be provided under this Contract, shall remain with the Contractor until Final Completion and acceptance of the Work. Should any of the Work, and such goods, materials, equipment and furnishings, be destroyed, mutilated, defaced or otherwise damaged, the Contractor shall repair or replace the same at no extra cost to the Authority. Any performance bond, or insurance protection required by the Contract Documents or otherwise provided by the Authority or the Contractor shall in no way limit the responsibility of the Contractor under this Section.

Accounting and Right to Audit. In connection with the Work, Contractor shall keep and maintain separate, complete, accurate, and detailed books and records reflecting and fully disclosing (i) all costs and out-of-pocket expenses incurred and (ii) all revenues billed and received. All such books and records shall be kept for a period of three (3) years after the expiration or termination of this Contract and shall be available at a location in Chicago, Illinois, for inspection, copying, audit, and examination by any authorized representative of the Authority. Contractor shall incorporate this right to inspect, copy, audit, and examine all books and records into all subcontracts entered into by Contractor with respect to the Work. Moreover, upon the Authority's request, Contractor shall promptly furnish all such books and records to the Authority.

Funding. Expenditures are restricted solely to those expenditures approved by certain Acts of the Illinois General Assembly and Ordinances of the Authority. No payments shall be made or due to Contractor under this Contract beyond those amounts appropriated and budgeted to fund payments hereunder.

Notices. All notices given or required under this Contract shall be in writing and may be delivered personally, by overnight courier or by placing in the United States mail, first class and certified, return receipt requested, with postage prepaid, and addressed as follows:

Notice to the Authority. If to the Authority, to the Authority's Representative, at such address specified in writing by the Authority's Representative, provided that copies of notices pertaining to a failure on the part of the Authority to perform in accordance with the terms of this Contract shall be sent to the Authority's Representative and to the following, and to such other places as may be designated in writing by the Authority:

Metropolitan Pier and Exposition Authority

301 E. Cermak Road

Chicago, IL 60616

Attention: Managing Director of Development

Copy to:

Metropolitan Pier and Exposition Authority

301 E. Cermak Road

Chicago, IL 60616

Attention: General Counsel

Notice to Contractor. If to the Contractor, to the Project Representative, at such address specified in writing by the Project Representative, provided that copies of notices pertaining to a failure on the part of the Contractor to perform in accordance with the terms of this Contract shall be sent to the Project Representative and to:

[INSERT CONTRACTOR CONTACT INFORMATION]

Notice, Effective Date. Notices delivered by mail shall be deemed effective three (3) business days after mailing in accordance with this Section. Notices delivered personally or by overnight courier shall be deemed effective upon receipt.

Successors and Assigns. No part of this Contract shall be assigned by the Contractor, nor shall any contract funds or claims due or to become due be transferred or assigned, without the prior written approval of the Authority's Representative, but in no case shall such consent relieve the Contractor from its obligations or change the terms of this Contract. The transfer or assignment of any contract funds which shall be due or become due to the Contractor either in whole or part, or any interest therein, without prior approval, shall cause the annulment of the transfer or assignment. The Contractor shall not delegate any of its duties hereunder except as provided in this Contract. In the event that the Authority approves the transfer or assignment of this Contract, this Contract shall become binding on successors and assigns and this requirement shall survive completion or termination of this Contract. The Authority may, assign its rights under this contract to a third party, but in no case shall such assignment relieve the Authority from its obligations or change the terms of this Contract.

Entire Agreement. This Contract and any Exhibits, Schedules and Attachments hereto shall constitute the entire agreement between the parties, and no inducements, considerations, promises, or other references shall be implied in this Contract that are not expressly addressed herein.

Order of Precedence. In case of any inconsistency, conflict, or ambiguity among the Contract Documents, the documents shall govern in the following order: (a) Written amendments to this Agreement; (b) the Agreement; (d) the scope of work; (e) other Contract Documents listed in this Agreement.

IN WITNESS WHEREOF, the parties have executed this Contract as of the date of the last signature affixed below.

METROPOLITAN PIER AND EXPOSITION AUTHORITY

BY: DATE:

LARITA D. CLARK

CHIEF EXECUTIVE OFFICER

[INSERT CONTRACTOR NAME]

BY: _____________________________________ DATE:

NAME PRINTED:

TITLE:

EXHIBIT 1

Scope of Services

EXHIBIT 2

Insurance Requirements