METROPOLITAN PIER AND EXPOSITION AUTHORITY

RAPID RESPONSECONSTRUCTION SERVICES – GENERAL CONTRACTING

This master contract for RAPID RESPONSECONSTRUCTION SERVICES (“Contract”) is entered in Chicago, Illinois, between The Metropolitan Pier and Exposition Authority ("Authority") a municipal corporation, located at 301 East Cermak Road, Chicago, Illinois 60616 and("Contractor"), an Illinoiscorporation.

BACKGROUND

The Authority issued a Request for Qualifications on September 22, 2017 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 ______.

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

ARTICLE I.Contract TERMS AND Documents

  1. Documents. The Contract includes this document and the following exhibits and attachments, all of which are incorporated into and made a part of this Contract as the Contract Documents. In the event of a conflict between this document and any exhibit, the provisions of this document shall control.

a)Exhibit 1–Scope of Services

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

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

a)“ADA” shall mean “Americans with Disabilities Act”.

b)“Authority” shall mean Metropolitan Pier and Exposition Authority (“Owner”) or Owner’s agent.

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

d)“Contractor” shall mean Contractor, Inc.

e) "Day" shall mean calendar day unless otherwise noted.

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

g)“Facility” means the McCormick Place® convention center, including all buildings and property owned by the Authority.

h)“Final Completion” or “Final Acceptance” of the Work shall have the meaning set forth in the Scope of Work and Project Schedule.

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

j)"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.

k)"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.

l)“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.

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

n)“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.

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

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

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

r)"Provide" shall mean furnish and install completely.

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

t)“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.

u)"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.

v)"Working Day" shall mean a calendar day.

w)"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.

  1. 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.

ARTICLE II.Scope of Service

  1. 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.

  1. Schedule.

a)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.

b)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.

c)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.

d)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.

e)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 Authorityin 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.

f)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.

g)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.

  1. 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.

h)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.

  1. Correction of Work

a)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.

b)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.

c)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.

d)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.