PART 1

GENERAL CONDITIONS

Requisition: C25FI103184211R

Construction Contract – Lump Sum (IDOT) (rev. 6/22)

CONSTRUCTION CONTRACT

(Lump Sum) for the

CHICAGO TRANSIT AUTHORITY

for the

All Station Accessibility Program (ASAP) Logan Square Line California Station

Construction

C25FI103184211R

PART 1- GENERAL CONDITIONS

TABLE OF CONTENTS

ARTICLE 1 GENERAL

1.1 Abbreviations

1.2 Definitions

1.3 Contract Interpretation

1.4 Requirements

1.5 Severability

1.6 Entire Contract

1.7 Order of Precedence

1.8 Confidentiality

1.9 Project Website

1.10 Personal Liability of Public Officials

1.11 No Waiver of Legal Rights

1.12 Counterparts

1.13 Amendments

1.14 Governing Law

1.15 Consent to Service of Process and Jurisdiction

1.16 Assignment

1.17 Co-operation by Parties

1.18 Joint and Several Liability

1.19 No Third Party Beneficiaries

1.20 Notices

1.21 Authority; Contractor’s Representative

1.22 Advertising and Publicity

1.23 Consents and Approvals

1.24 Independent Contractor

ARTICLE 2 SCOPE OF WORK

2.1 Scope of Work

2.2 INTENTIONALLY OMITTED

2.3 INTENTIONALLY OMITTED

ARTICLE 3 SUBCONTRACTING

3.1 INTENTIONALLY OMITTED

3.2 INTENTIONALLY OMITTED

3.3 INTENTIONALLY OMITTED

3.4 INTENTIONALLY OMITTED

3.5 Required Subcontract Provisions

3.6 INTENTIONALLY OMITTED

3.7 General

ARTICLE 4 QUALITY OF WORKMANSHIP, EQUIPMENT, AND MATERIALS

4.1 Standards of Performance

4.2 Compliance with the Contract

4.3 Correction of Work

4.4 Failure to Proceed with Correction of Work

4.5 Materials and Equipment

4.6 Warranties

4.7 Testing Laboratory Labels

4.8 Adjacent Work

ARTICLE 5 TESTING; INSPECTION; QUALITY

5.1 General Inspection

5.2 Materials and Equipment Testing and Inspection

5.3 Contractor’s Quality Program

ARTICLE 6 PROPERTY

6.1 Project Site

6.2 Existing Conditions; Field Measurements; Survey; Verification

6.3 Protection of the Project Site and Adjacent Property

6.4 Street Closures and Sidewalks

6.5 Right of Entry

ARTICLE 7 PERSONNEL

7.1 General

7.2 Key Personnel

7.3 Unacceptable Personnel

7.4 Character of Workers

7.5 Supervision and Superintendence

ARTICLE 8 TIME AND SCHEDULE

8.1 Contract Time

8.2 Schedule

8.3 Contract Milestones

8.4 Hold Points

8.5 Witness Points

8.6 Damages for Delay

ARTICLE 9 COMPENSATION AND PAYMENT

9.1 Compensation

9.2 INTENTIONALLY OMITTED

9.3 Progress Payments and Final Payment

9.4 Title; Stored Materials

9.5 Retainage

9.6 Withholding Payments

9.7 Prompt Payment to Subcontractors

9.8 Payment for Changed Work

9.9 Setoff

9.10 Taxes

ARTICLE 10 CHANGES IN THE WORK, PRICE OR TIME

10.1 Right to Change Work

10.2 Proposed Changes in Work

10.3 Authorization for Changed Work

10.4 Notice of Claims

10.5 Unforeseen Conditions

10.6 Suspension of Work

10.7 Equitable Contract Time Adjustments

10.8 Equitable Contract Price Adjustments

10.9 Value Engineering Proposals

ARTICLE 11 CONSTRUCTION DOCUMENTATION

11.1 INTENTIONALLY OMITTED

11.2 INTENTIONALLY OMITTED

11.3 Ownership of Work Product

11.4 Shop Drawings, Product Data and Samples

11.5 As-Built Drawings

11.6 Record Shop Drawings and Product Data

11.7 Instructions, Parts Lists, and Operation and Maintenance Manuals

ARTICLE 12 MEETINGS, REPORTS AND RECORDS

12.1 Conferences, Meetings and Presentations

12.2 Progress Reports

12.3 Project Account Records

12.4 Audit, Inspection, and Retention of Records

ARTICLE 13 SUBSTANTIAL COMPLETION AND CLOSEOUT PROCEDURES

13.1 Substantial Completion of Milestones, Phases, and Project

13.2 Completion of Punch List

13.3 Closeout Plan

13.4 Final Completion of All the Work

ARTICLE 14 PROTECTION OF PERSONS AND PROPERTY

14.1 Protection of Persons and Work

14.2 Health and Safety

14.3 Environmental Matters

14.4 Services and Use of Project Site

14.5 Delivery, Storage and Handling

14.6 Equipment and Falsework

14.7 Injuries to Contractor’s Employees

14.8 CTA Operations

ARTICLE 15 INDEMNITY, INSURANCE AND BONDS

15.1 Indemnity

15.2 Insurance

15.3 Performance and Payment Bonds

ARTICLE 16 DISPUTES

16.1 Appeal to Director, Purchasing

16.2 Appeal to Vice President

16.3 Continue Work

ARTICLE 17 DEFAULT AND TERMINATION

17.1 Notice of Default and Termination

17.2 CTA’s Remedies upon Default

17.3 CTA’s Remedies upon Termination

17.4 Nonexclusivity

17.5 Court Determination

17.6 Discretion of Director, Purchasing

17.7 Termination for Convenience

17.8 Waiver of Consequential Damages

ARTICLE 18 COMPLIANCE WITH ALL LAWS

18.1 Contractor Must Comply With All Laws

18.2 Permits and Licenses

18.3 Civil Rights

18.4 Illinois Human Rights Act

18.5 Change in Ownership

18.6 State Energy Conservation Plan

18.7 Obligation to Comply with the Illinois State Officials and Employees Ethics Act

18.8 CTA Ethics Ordinance

18.9 Affirmative Action and Standard Federal Equal Employment Opportunity Construction Contract

Specifications

18.10 INTENTIONALLY OMITTED

18.11 INTENTIONALLY OMITTED

18.12 Steel Products

18.13 Conflict of Interest

18.14 Veterans Preference

18.15 Recovered Materials

18.16 Contract Work Hours and Safety Standards Act

18.17 Illinois Prevailing Wage Act

18.18 Employment of Illinois Laborer Requirements

18.19 INTENTIONALLY OMITTED

18.20 Seismic Safety

18.21 INTENTIONALLY OMITTED

18.22 Obligation to Comply with State and Federal Law and Regulations

18.23 INTENTIONALLY OMITTED

18.24 INTENTIONALLY OMITTED

18.25 Assurance of Compliance with 49 CFR Part 26

18.26 Ineligible Contractors

18.27 Job Creation and Hiring Reporting

18.28 Posting with the Local Employment Security Commission Office

18.29 IDOT Training Program Graduate (TPG) On-The -Job Training

18.30 Utilization of Financial Institutions and Community Banks

18.31 Community Relations

18.32 Contractor’s Diversity Commitments

18.33 Project Labor Agreement and Workforce Commitment

18.34 Minimum Wage

ARTICLE 1 GENERAL

1.1 Abbreviations.

Common abbreviations used in the Contract:

CDOT Chicago Department of Transportation

CFR Code of Federal Regulations

DBE Disadvantaged Business Enterprises

EEO Equal Employment Opportunity

FTA Federal Transit Administration

IDOT Illinois Department of Transportation

OEMC Chicago Office of Emergency Management and Communications

RTA Regional Transportation Authority

USC United States Code

1.2 Definitions.

When the following terms are used in this document, the intent and meaning is as follows:

Acceleration. An action taken by the Contractor to speed up the progress of the Work, to accomplish early completion, or to make up for lost time. The Contractor can accelerate voluntarily or pursuant to a CTA directive.

Allowance. Amounts budgeted for specific items associated with construction. Allowances and their respective purposes are identified and governed by the Specifications.

Bid. The Contractor’s Response to the CTA’s Invitation for Bids or Request for Proposals.

Board. The Chicago Transit Board, the governing body of the CTA.

Bond. Either of the following two types of Bonds that may be required: Performance Bond, Payment Bond.

Bulletin. A request submitted by the Chief Infrastructure Officer to the Contractor pursuant to

Section 10.2.

Change Order. A written order to the Contractor issued by the CTA in accordance with Section

10.3(e). A fully executed Change Order has been approved by the CTA’s Board and has the signatures of all required parties.

Changed Work. A material change (either an increase or decrease) in the quality, quantity, or programmatic requirements of the Work which is directed by the CTA and is not identified in the

Project Requirements or the Specifications. Changed Work does not include Work that is reasonably inferable from the Contract Drawings, the Specifications or Contract Documents as being necessary for the proper, timely, and orderly completion of the Work or functioning of the

Work in accordance with the requirements of the Contract.

Chief Infrastructure Officer. The CTA’s Chief Infrastructure Officer or authorized representative.

Claim. Defined in Section 10.4.

Closeout Plan. A plan for Contract closeout. The Closeout Plan is governed by the Specifications.

Constraint. The Constraints identified in the Project Requirements.

Construction Manager (CM) /Owner’s Representative (OR). A representative from CTA’s

Construction Department or an independent contractor representing the CTA in the matters that relate to day-to-day management of the Contract for the Project.

Contract. This Construction Contract between the CTA and the Contractor comprised of the

Contract Documents.

Contract Documents. Contract Documents consist of this Contract, the Special Conditions, the

Specifications, the Contract Drawings, all Exhibits, Price Proposal Attachments and Technical

Appendices attached or referred to by any of the foregoing, the insurance policies and evidence of insurance, the Bond or Bonds, if any, securing the Contractor’s obligations, and other documents, if any, made a part of the Contract Documents, including executed Change Orders.

Contract Drawings. The graphic and pictorial portions of the Contract that show the design, location, and dimensions of the Work. The Contract Drawings generally include plans, elevations sections, details, schedules, and diagrams as enumerated in the List of Drawings and incorporated in the Contract as the Work progresses. The terms “Plans” and “Drawings” are synonymous with the term “Contract Drawings.”

Contract Milestones. Those dates identified in the Project Requirements as Contract Milestones.

Contract Price. The total amount payable by the CTA to the Contractor for completion of the

Work according to the Contract.

Contract Time. The number of days allowed for the Contractor to achieve Substantial Completion of the Work, including authorized adjustments. The starting date is stated on the Notice to Proceed issued by the CTA.

Contractor. The individual, partnership, firm, corporation, joint venture, or other entity identified in the Contract.

CTA. The Chicago Transit Authority, and its Board, its duly authorized agents, servants, and employees. The CTA is a municipal corporation and is the owner of the Project. May also be referred to as “Owner.”

Day, day, Days or days. Calendar day or days. A day contains 24 hours, begins at midnight, and includes every day shown on the calendar including all days Monday through Friday and all

Saturdays, Sundays, and all Holidays.

Debris. Debris, waste, rubbish or other materials intended or required to be removed from the

Project Site.

Delay. Any delay on the critical path of the Schedule.

Directive Order. A direction to the Contractor to proceed with Changed Work pursuant to Section

10.3(d).

Director, Purchasing. The CTA’s Director, Purchasing or an authorized representative thereof.

Engineer. The Chief Engineer of the CTA, or his duly authorized representative.

Environmental Laws. All federal, state and local statutes, ordinances, regulations and rules, as now existing, relating to environmental quality, health, safety, contamination and cleanup, including, without limitation, the Clean Air Act, 42 U.S.C. §7400 et seq., the Clean Water Act, 33

U.S.C. §1251 et seq., and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and

Rodenticide Act (“FIFRA”), 7 U.S.C. §136 et seq.; the Marine Protection, Research and

Sanctuaries Act, 33 U.S.C. §1401 et seq.; the National Environmental Policy Act, 42 U.S.C. §4321 et seq.; the Noise Control Act, 42 U.S.C. §4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. §651 et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. §6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking

Water Act, 42 U.S.C. §300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601 et seq., as amended by the Superfund

Amendments and Reauthorization Act, the Emergency Planning and Community Right-to-Know

Act, and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act

(“TSCA”), 15 U.S.C. §2601 et seq.; the Atomic Energy Act, 42 U.S.C. §2011 et seq.; the Nuclear

Waste Policy Act of 1982, 42 U.S.C. §10101 et seq., and all similar or like statutes and/or ordinances in effect in the State of Illinois and/or in the City of Chicago or in any other municipality in which the project is located.

Excusable Delay. Delay to the critical path of the Schedule, arising from events beyond the

Contractor’s control, as more fully set forth in Section 10.7(b).

Field Memo. A direction to the Contractor to proceed with Changed Work pursuant to Section

10.3(b).

Final Completion. The last date on which all events required for Final Completion have occurred in accordance with the Specifications, including: the Chief Infrastructure Officer has determined that all Punch List Work and any other remaining Work has been completed in accordance with the

Contract Documents, except solely for such Work that by its nature occurs after Final Completion;

final inspections have been completed and operations systems and equipment testing have been completed; and all deliverables have been provided to the Chief Infrastructure Officer except for those to be provided after Final Completion in accordance with the Closeout Plan. The CTA will issue a Certificate of Final Completion upon achievement of Final Completion.

Hazardous Material. The following, including mixtures thereof: any hazardous substance or material, pollutant, contaminant, hazardous waste, special waste, universal waste, hazardous by-product or hazardous constituent as now or hereinafter defined in any Environmental Laws; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides; asbestos and asbestos-containing material; polychlorinated biphenyls;

source material, special nuclear material, by-product material, and any other radioactive materials or radioactive wastes, however produced, as defined in the Clean Air Act, the Atomic Energy Act or the Nuclear Waste Policy Act; and chemicals subject to the OSHA Hazard Communication

Standard, 29 CFR §1910.1200 et seq.

Hold Point. A mandatory verification point beyond which a work process cannot proceed without approval by the CTA pursuant to Section 8.4.

Indemnified Parties. Defined in Section 15.1.

Loss. Defined in Section 15.1.

Lump Sum Price. The lump sum price for the Work as set forth in the Price Proposal.

Mobilization. Preparatory wo r k and operations necessary for the movement of personnel, equipment, supplies, and incidentals to the Project Site and for the establishment of offices, buildings, and other facilities necessary for Work on the Project and for all other Work or operations which must be performed or costs incurred when beginning Work on the Project.

Notice of Claim. Defined in Section 10.4(b)(i).

Notice of Potential Claim. Defined in Section 10.4(b)(ii).

Notice of Termination for Convenience. A notice of termination issued pursuant to Section 17.7.

Notice to Proceed. The written notice issued by the CTA to the Contractor authorizing the

Contractor to begin the Work, or the specified portion of the Work, as applicable, on a certain date as specified in this Contract.

Permit. Any consent, permit, clearance, authorization, approval, notification, ruling, exemptions, variance, registration, filing, decision, order, license, franchise or qualification required or advisable to be issued by or made with any governmental or regulatory agency or department in connection with the Work.

Permit Fee. Any fee, expense, cost, charge or tax, however characterized, required to be paid in order to obtain any Permit.

Price Proposal. The Contractor’s price proposal, which forms a part of the Bid.

Proceed Order. A direction to the Contractor to proceed with Changed Work pursuant to Section

10.3(c).

Project. The Project identified in the Project Requirements.

Project Requirements. The constraints, Contract Milestones, and other items regarding the

Project set forth in Part 4, Appendix 1, “Project Requirements.”

Project Site. The space made available by the CTA to the Contractor for performance of construction activities, either exclusively or in conjunction with others performing other work as part of the Project and may include equipment and material storage areas as well as areas that provide access thereto.

Project Website. A project-dedicated electronic platform on the internet, provided and administered by the CTA, that utilizes the CTA’s web-based project management system for facilitating communications, collaboration and the exchange of data among project participants.

The address of the site will be provided to the Contractor.

Proposal. A Bid, to the extent there was a Request for Proposals.

Punch List. A formal comprehensive list of incomplete or deficient Work, prepared by the Chief

Infrastructure Officer of the CTA and attached to the Substantial Completion Certificate.

Punch List Work. The remaining tasks required of the Contractor to complete the Work set forth on the Punch List.

Regulation. Any law, ordinance, statute, or lawful order issued by authorities having jurisdiction.

Schedule. The critical path method schedule for the performance of the Contractor’s Work, as prepared by the Contractor and as accepted by the CTA pursuant to Section 8.2.

Schedule of Values. The Contractor’s schedule for progress payments through the progress of the

Work, prepared in accordance with the Schedule and accepted by the CTA.

Specifications. The requirements for materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services included in the Contract

Documents, including the specifications set forth in Part 4.

State. The State of Illinois.

Subcontractor. Any trade contractor or other person or entity with whom the Contractor subcontracts to provide any part of the Work and all Subcontractors of any tier, suppliers, and material suppliers, whether or not in privity with the Contractor, including architects, engineer or other design professional retained to provide architectural, design, engineering or similar professional services for the Project.

Substantial Completion. The stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the CTA can occupy or utilize the Work for its intended use, as evidenced by issuance of a Substantial

Completion Certificate by the CTA.

Team or Team Members. Each and every individual, partnership, corporation, or firm that make up the entirety of the Contractor, including all Subcontractors.

Testing Laboratories. Recognized independent entities engaged to perform specific inspections or tests, either at the Project Site, or elsewhere, and to report on, and, if required, to interpret results of those inspections or tests.

Track Access Occurrences. Defined in the Project Requirements, if applicable.

Unforeseen Condition. Subsurface or latent physical conditions are encountered at the Project

Site differing materially from those indicated in Contract Documents or unknown physical conditions of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in the Work.

Unforeseen Environmental Impairments. Any of the following: (a) any subsurface conditions that evidence or exhibit (visually or otherwise) contamination by Hazardous Material; (b) any underground storage tanks or evidence of any contamination that may be associated with or caused by any underground storage tanks; (c) any utility conduits or drains that evidence or exhibit

(visually or otherwise) contamination by Hazardous Materials; and (d) any Hazardous Material on any portion of the Project Site (including, but not limited to, Hazardous Materials in building components, drums, storage containers, items of personal property, and other materials) that (i) are or may be subject to any Environmental Laws or (ii) may give rise to any liability on the part of the

CTA or the Contractor.

Value Engineering Proposal. A proposal submitted pursuant to Section 10.9.

V.P. Purchasing. Vice President of Purchasing and Supply Chain of the CTA, or authorized representative.

Warranty Period. A period of one (1) year commencing on the date of Substantial Completion

(of all of the Work or a designated portion thereof, as evidenced by issuance of a Substantial

Completion Certificate of all of the Work or such designated portion), except:

1. where any correction, addition, repair or replacement is performed, a period of one (1) year after the date thereof, if later, with respect to such correction, addition, repair or replacement;

2. where a designated portion of the Work has achieved Substantial Completion, a period of one (1) year from the date that any other Work is performed on, involved with, or which otherwise relates to, such designated portion, if later;

3. with respect to latent defects, the longest period allowed by law, and

4. where the Specifications or Contract Documents provide for a longer period, such longer period.

Witness Point. A point in the process of completing the Work where the CTA may review, witness, inspect or undertake tests on any component, method or process, as described in Section

8.5.

Work. The construction of the Project as set forth in the Contract Documents including, without limitation, demolition and construction services, supervision, administration and coordination services, and the provision of all labor, materials, equipment, supplies, tools, machinery, utilities, fabrication, transportation, insurance, bonds, obtaining Permits, changes due to building codes and

Permits, licenses, tests, inspections, surveys, studies, and other items, work and services that are necessary or appropriate for the full performance and completion of the requirements of the

Contract. Work also means that which is produced, constructed or built pursuant to the Contract.

Work may be used to refer to the whole or a part of the Project. The Work also includes completion of any and all off-site work and improvements that are reasonably required in order for the

Contractor to complete the Work including, without limitation, any work that is not specifically identified in the Project Requirements, the Specifications or the Contract Document, but is reasonably inferable therefrom.

Work Product. Defined in Section 11.3.

1.3 Contract Interpretation

(a) Any headings of this Contract are for convenience of reference only and do not define or limit the provisions. Words importing persons will include firms, associations, partnerships, trusts, corporations, joint ventures, and other legal entities, including public bodies, as well as natural persons. Words of gender will be deemed and construed to include correlative words of other genders. Words importing the singular number will include the plural and vice versa, unless the context otherwise indicates. All references to any exhibit or document will be deemed to include all supplements and amendments to any such exhibits or documents entered into in accordance with the terms and conditions of this

Contract. All references to any person or entity will be deemed to include any person or entity succeeding to the rights, duties, and obligations of such persons or entities in accordance with the terms and conditions of this Contract.

(b) Material, equipment, supplies, components, other products, and workmanship specified by reference to the number, symbol, or title of a published standard must comply with the latest edition or revision thereof and all amendments and supplements thereto in effect on the date of this Contract, except where a specific issue is specified. In case of a conflict between the Specifications and the standard referred to, the Specifications will govern. The

CTA will not give consideration to any claimed ignorance of a cited standard. Each

Contractor is responsible for being knowledgeable and familiar with its own trade’s generally accepted, published standards of quality and workmanship.

(c) References to any Regulation include such Regulation as amended, modified, replaced, interpreted or consolidated from time to time.

(d) References to any Contract Document or other document shall be construed as references to such Contract Document or other document as amended, varied, novated, supplemented, or replaced from time to time.

(e) Unless specifically indicated otherwise, the use of the term “including” in this Contract shall be deemed to also mean “but not limited to.” When the term “PART” is used, it refers to one of the following: PART 1 – General Conditions; PART 2 - Special Conditions;

PART 3 - Price Proposal Attachments; PART 4 –Technical Appendices; PART 5 – Bid.

(f) Unless specifically indicated otherwise, the use of the term “furnish” means to supply and deliver to the Project Site, ready to use; the term “install” means to place in position for service or use; and the term “provide” means to furnish and install, complete and ready for intended use.

(g) PART 1 is divided into Articles. The Articles are divided into Sections. Sections are numbered with the Article number before the decimal and with the section number after the decimal. For example, Section 9.5 would be the fifth Section in Article 9. Sections are referenced throughout the Contract Documents in the following manner: “PART 1, Section

9.5.” or “Section 9.5” referenced inside PART 1. This means PART 1, General Conditions;

Article 9, Payments; Section 9.5.

(h) Whenever it shall be provided in this Contract that the Contractor is required to perform a service or obligation “at its sole cost and expense” or words of substantially similar meaning, the Contractor shall not be entitled to reimbursement for such item and the cost of such service or obligation shall not be included in the Contract Price.

(i) Each term defined in any of the Contract Documents shall have the meaning given to such term in the applicable document. Where a term is undefined in any Contract Document, that term shall have the meaning ascribed to such term in the other Contract Documents, in the order of priority of such Contract Documents set forth below Words and abbreviations not defined in the Contract Documents which have well-known technical, or trade meanings are used in the Contract Documents in accordance with such recognized meanings.

1.4 Requirements.

(a) The intent of the Contract Drawings and Specifications are to describe the Work that the

Contractor must undertake to fulfill the requirements of the Contract. The Contractor must perform all Work as provided in the Contract and all additional, collateral, and incidental

Work as required and necessary to complete the Work in accordance with the Contract

Drawings, the Specifications and the other Contract Documents. The Contractor must furnish all required materials, equipment, tools, labor, temporary light and power, shop drawings, installation drawings, working drawings, and incidentals.

(b) Because the Contract Drawings and Specifications are not intended to cover every detail of materials, parts, or construction, the Contractor must furnish all materials, parts, and labor necessary to complete the Work, whether or not these details are shown or specified, all at no additional cost to the CTA.

(c) Wherever the imperative form of address is used, such as “perform the excavating,”

“provide equipment required,” “remove obstructions encountered,” and “furnish and install reinforcing steel bars,” it is understood and agreed that such direction is addressed to the

Contractor.

(d) The Work under this Contract has not been completely segregated into divisions of Work to be performed by any trade or subcontractor. The Contractor is responsible for all segregation of Work between trade or craft jurisdictional limits.

(e) The Contractor must have at the Project Site, for reference, access to a complete set of

Specifications for the Work, a complete conformed set of the Contract Drawings (updated in accordance subsequent developments, including as-built construction activities), all additional and revised drawings, plans or specifications furnished by the CTA, and all orders issued to the Contractor by the CTA that relate to the Work.

1.5 Severability.

If any provision of this Contract is held or deemed inoperative or unenforceable because it conflicts with any other provision or provisions hereof, or any constitution, statute, ordinance, rule of law, public policy, or any other reason, the circumstances will not render the provision in question inoperative or unenforceable in any other case or circumstances, or render any other provision herein contained invalid, inoperative, or unenforceable to any extent. The invalidity of any one or more phrases, sentences, clauses, or sections contained in this Contract will not affect the remaining portions of this Contract or any part thereof.

1.6 Entire Contract.

This Contract, including all of the Contract Documents, constitutes the entire agreement between the Contractor and the CTA with regard to its subject matter, and no other oral or written understandings, representations, inducements, consideration, promises, or interpretations are part of the Contract.

1.7 Order of Precedence.

The various Contract Documents are intended to be complementary, and to describe the construction of the completed Project. Where provisions in two or more of the Contract Documents are complementary, the more detailed provision shall control over the more general provision. In case of differences between small and large-scale drawings, the larger scale drawing will govern.

In case of a discrepancy between a picture or diagram in a drawing and the dimensions written thereon, the written dimensions will govern. Where requirements are different, but apparently equal, and with respect to uncertainties as to which quality level is more stringent, the Engineer’s decision is final, and the Contractor is advised to request a decision before proceeding.

Anything mentioned in the Specifications but not shown on the Contract Drawings or shown on the Contract Drawings but not mentioned in the Specifications, will be of like effect as if mentioned in and shown on both. Omissions from the Specifications or the Contract Drawings or the misdescription of details of Work that are necessary to carry out the intent of the Contract, or that are customarily performed, will not relieve the Contractor from the obligation to perform such omitted Work.

If any part of the Contractor’s Proposal includes statements, terms, concepts or designs that can reasonably be interpreted as commitments or offers acceptable on award of the Project to provide higher quality items, materials or products than otherwise required by this Contract, to adhere to more stringent requirements than otherwise required by this Contract, or to perform services or meet standards in addition to or better than those otherwise required under this Contract, then the

Contractor’s obligations hereunder will include compliance and performance in accordance with such statements, terms, concepts and designs.

Notwithstanding anything to the contrary, where compliance with two or more requirements is indicated in any of the enumerated Contract Documents and where these requirements within such enumerated Contract Documents conflict in quantity or quality, the Contractor shall comply with the most stringent requirement as determined by the CTA within such enumerated Contract

Documents, unless specifically indicated otherwise in such enumerated Contract Documents. It is the intent of the Contract Documents, and they shall be construed, to require a high quality of contracted work and include all items necessary to produce the results intended by the Contract

Documents.

In case of any conflict or inconsistency that cannot otherwise be resolved, the governing order of precedence of the Contract Documents is as follows:

1. Executed Change Orders;

2. These General Conditions included as Part 1;

3. Special Conditions included as Part 2;

4. Project Requirements;

5. Specifications;

6. Contract Drawings;

7. Technical Appendices included as Part 4 (other than as described above);

8. Price Proposal Attachments included as Part 3;

9. Contractor’s Bid;

10. Contractor’s Schedule;

11. Payment and Performance Bonds;

12. Insurance.

Any executed Change Order will be a part of the Contract and will take precedence over any other part of the Contract, wherever they conflict therewith. A Change Order more recently executed will take precedence over any prior Change Order wherever it conflicts therewith.

1.8 Confidentiality.

The Contractor, its employees and any Subcontractors or suppliers shall keep confidential all information furnished to it by the CTA or otherwise learned by it in the performance of the Work.

Except as may be required by law, the Contractor shall not make any announcements or release any information concerning this Contract, the Work, or any part thereof, to any member of the public, press, or any official body, unless prior written consent is obtained from the CTA.

1.9 Project Website.

All document transmittals and written communication from the Contractor to the CTA or to third party stakeholders on the Project, or between the Contractor and its Subcontractors and Suppliers, must be made electronically via the Project Website. Transmission of submittals, deliverables and written communications must also be made by physical paper documents, unless otherwise specified in the Contract or the Contractor is directed otherwise by the CTA pursuant to a written notice.

The Contractor must furnish all hardware, software and internet connectivity required to establish and maintain access to the Project Website and must comply with all rules and procedures relating to its use, including as set forth in the Specifications. All personnel who will use the Project

Website must complete the training provided by the CTA prior to having access to the system.

1.10 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 thereby, there will be no liability imposed upon the Director, Purchasing, the Chief

Infrastructure Officer; their authorized representatives, or any other employee or officer of the

CTA, either personally or as officials of the CTA; it being understood that in such matters they act as representatives of the CTA.

1.11 No Waiver of Legal Rights.

Neither the acceptance by the CTA, or any representative of the CTA, 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 CTA, will operate as a waiver by the CTA of any portion of the Contract, or of any power herein reserved, or any right of the CTA to damages herein provided. A waiver of any breach of the Contract will not be held to be a waiver of any other or subsequent breach. The CTA may only waive its rights in a writing executed by the Director, Purchasing.

Whenever under this Contract the CTA by a proper power waives the Contractor’s performance in any respect or waives a requirement or condition to either the CTA’s or the Contractor’s performance, the waiver so granted will only apply to the particular instance and will not be deemed a waiver forever or for subsequent instance of the performance, requirement, or condition. No such waiver will be construed as a modification of this Contract, regardless of the number of times the

CTA may have waived the performance, requirement, or condition.

1.12 Counterparts.

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

1.13 Amendments.

No changes, amendments, modifications, cancellation, or discharge of this Contract, or any part thereof, will be valid unless in writing and signed by the authorized representatives of the parties hereto, or their respective successors and assigns, in accordance with all applicable laws.

1.14 Governing Law.

This Contract will be governed in accordance with the laws of the State of Illinois, without regard to choice of law principles.

1.15 Consent to Service of Process and Jurisdiction.

The Contractor hereby irrevocably submits, and will cause its Subcontractors to submit, to the original jurisdiction of those State or Federal courts located within the County of Cook, State of

Illinois, with regard to any controversy arising out of, relating to, or in any way concerning the execution or performance of this Contract. The Contractor agrees that service of process on the

Contractor may be made, at the option of the CTA, either by registered or certified mail addressed to the applicable office as provided for in this Contract, by registered or certified mail addressed to the office actually maintained by the Contractor, or by personal delivery on any officer, director, or managing or general agent of the Contractor.

1.16 Assignment.

All of the terms and conditions of this Contract will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, transferees, and assigns. The

Contractor may not assign this Contract in whole or in part, or any Contract funds or claims due, or to become due, in each case without the written approval of the Director, Purchasing. In no case will such written approval relieve the Contractor from its obligations or change the terms of the

Contract.

1.17 Co-operation by Parties.

The parties hereby agree to use their best efforts and good faith in the performance of this Contract and to co-operate with each other in the completion of the Work hereunder. The Contractor further agrees to implement such measures as may be necessary to ensure that its staff and its subcontractors will be bound by the provisions of this Contract.

1.18 Joint and Several Liability.

In the event that the Contractor, or its successors or assigns, if any, is comprised of more than one individual or other legal entity (or a combination thereof), then and in that event, each and every obligation or undertaking herein stated to be fulfilled or performed by the Contractor will be the joint and several obligation or undertaking of each such individual or other legal entity.

1.19 No Third-Party Beneficiaries.

The parties agree that this Contract is solely for the benefit of the parties, and nothing herein is intended to create any third-party beneficiary rights for subcontractors or other third parties.

1.20 Notices.

Except as provided in Section 1.9 or otherwise expressly provided in the Contract Documents, all notices will be in writing, delivered personally or by mail:

If to the Contractor, to the name and address provided on the Contractor’s signature page.

If to the CTA: Chicago Transit Authority

Attention: Director, Purchasing 567 West Lake Street

Chicago, Illinois 60661-1498

Except invoices to: Chicago Transit Authority

Attention: Manager, Financial Audit Oversight

567 West Lake Street

Chicago, Illinois 60661-1498

Notices delivered by mail will be deemed effective three (3) days after mailing in accordance with this section. Notices delivered personally will be deemed effective upon receipt. The addresses stated herein may be revised without need for modification or amendment of this Contract, provided written notification is given in accordance with this section.

1.21 Authority; Contractor’s Representative.

Execution of this Contract by the Contractor is authorized and signature(s) of each person signing on behalf of the Contractor have been made with complete and full authority to commit the

Contractor to all terms and conditions of this Contract, including each and every representation, certification, and warranty contained herein, attached hereto, and collectively incorporated by reference herein, or as may be required by the terms and conditions hereof. If other than a sole proprietorship, the Contractor must provide satisfactory evidence that the execution of the Contract is authorized in accordance with the business entity’s rules and procedures.

The Contractor shall appoint and designate in writing to the CTA the employee(s) or representative(s) of Contractor who will have decision making authority on behalf of Contractor sufficient to address and facilitate the Work, and by whose agreement and signature the Contractor can and will be bound. The Contractor shall notify the CTA in writing of a change in the designation of such person.

1.22 Advertising and Publicity.

The Contractor must not disclose, use or refer to this Contract or any of its terms, or the name of the CTA in any advertising, publicity releases, promotional materials or materials distributed to existing or prospective customers, without the prior written consent of the CTA. The Contractor must not erect signs or advertising media of any nature on the Project Site without written approval of the CTA.

1.23 Consents and Approvals.

Unless otherwise expressly stated herein, any consents and approvals to be given by the CTA will be made in writing by the Director, Purchasing.

1.24 Independent Contractor.

The Contractor must perform the Work under this Contract as a non-exclusive independent contractor, and nothing herein is intended or shall be construed to create any partnership, agency, or joint venture relationship between the CTA and the Contractor. Neither the Contractor nor its

Subcontractors, or the employees of any of them, shall be deemed for any purpose to be employees of the CTA. The Contractor is solely responsible for the withholding or payment of all applicable

Federal, State, and local personal income taxes, social security taxes, unemployment and sickness disability insurance, and other payroll taxes with respect to the Contractor’s employees.

ARTICLE 2 SCOPE OF WORK

2.1 Scope of Work.

The Work that the Contractor must provide under this Contract includes, but is not limited to, the

Work described in this Contract, the Project Requirements, the Specifications and the Contract

Drawings. The Contractor must provide the Work strictly in accordance with the standards of performance set forth in the Contract, and, except as expressly waived by the CTA in writing, in conformance with its Bid.

2.2 INTENTIONALLY OMITTED

2.3 INTENTIONALLY OMITTED

ARTICLE 3 SUBCONTRACTING

3.1 INTENTIONALLY OMITTED

3.2 INTENTIONALLY OMITTED

3.3 INTENTIONALLY OMITTED

3.4 INTENTIONALLY OMITTED

3.5 Required Subcontract Provisions.

(a) Third Party Beneficiary. The CTA will be expressly identified as a third-party beneficiary in the Subcontracts, and each Subcontract shall include a provision permitting assignment to the CTA in the event of termination of this Contract, whether terminated for default or convenience.

(b) Other Required Clauses. Each Subcontract shall include each clause required by this

Contract, including the following:

Section 1.8 “Confidentiality” as first item

Section 1.15 “Consent to Service of Process and Jurisdiction”

Section 9.7 “Prompt Payment to Subcontractors”

Section 15.1 “Indemnity”

ARTICLE 17 “Default and Termination” (in all subcontracts in excess of $10,000)

Section 18.1 “Contractor Must Comply with All Laws”

Section 18.3 “Civil Rights”

Section 18.4 “Illinois Human Rights Act”

Section 18.5 “Change of Ownership”

Section 18.6 “State Energy Conservation Plan”

Section 18.7 “Obligation to Comply with the Illinois State Officials and Employees

Ethics Act”

Section 18.8 “CTA Ethics Ordinance”

Section 18.9 “Affirmative Action and Standard Federal Equal Employment Opportunity

Construction Contract Specifications”

Section 18.12 “Steel Products”

Section 18.13 “Conflict of Interest”

Section 18.14 “Veterans Preference”

Section 18.16 “Contract Work Hours and Safety Standards Act”

Section 18.17 “Illinois Prevailing Wage Act”

Section 18.18 “Employment of Illinois Labor Requirements”

Section 18.22 “Obligation to Comply with State and Federal Law and Regulations”

Section 18.25 “Assurance of Compliance with 49 CFR Part 26”

Section 18.26 “Ineligible Contractors”

Section 18.27 “Job Creation and Hiring Reporting”

Section 18.28 “Posting with the Local Employment Security Office”

Section 18.29 “IDOT Training Program Graduate (TPG) On-The-Job Training”

Section 18.33 “Project Labor Agreement and Workforce Commitment”

Section 18.34 “Minimum Wage”

3.6 INTENTIONALLY OMITTED

3.7 General.

(a) The subcontracting of all or any part of the Work by the Contractor shall not relieve the

Contractor from any of the obligations or conditions of this Contract. The Contractor shall direct, coordinate, and control the activities of all Subcontractors with respect to the Work.

The Contractor must supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract. It is the Contractor’s responsibility to see that the Work complies with the Contract.

(b) The work of any Subcontractor shall be subject to inspection and approval by CTA to the same extent as the work of the Contractor is subject to inspection and approval under this

Contract, and all subcontracts and supply agreements made by the Contractor under the terms hereof shall so provide. Nothing contained in the Contract Documents, nor any

Subcontract shall create any contractual relationship between CTA and any Subcontractor, other than designating the CTA a third party beneficiary thereof, or create any obligation on the part of CTA to pay or cause the payment of any sums to any Subcontractor or grant any Subcontractor any rights as a third party beneficiary.

ARTICLE 4 QUALITY OF WORKMANSHIP, EQUIPMENT, AND MATERIALS

4.1 Standards of Performance.

The Contractor must:

(a) Perform all Work in accordance with the professional standards applicable to projects, buildings, or work of complexity, quality and scope comparable to the Work and the

Project.

(b) Provide and pay for all materials, labor, tools, transportation, equipment, and other facilities for execution and completion of the Work.

(c) Make no substitutions of materials, articles, or processes required under the Contract without obtaining written approval from the CTA.

(d) At all times enforce strict discipline and good order.

(e) Perform labor in the best, most workmanlike manner by mechanics or tradespersons skilled in their respective trades.

(f) Remove from the Project, upon notice from the Chief Infrastructure Officer, personnel whose work is unsatisfactory to the Chief Infrastructure Officer for reasons of carelessness, failure to adhere to safety requirements, incompetence, lack of skill, or otherwise objectionable behavior.

(g) Perform all cutting, patching, and fitting of Work so that the several parts of the Work performed under this Contract and the existing work come together and fit properly.

4.2 Compliance with the Contract.

(a) The Contractor covenants and agrees that it shall be responsible for performing and completing, and for causing all Subcontractors to perform and complete, the Work in accordance with the Contract Documents and the Regulations. The Contractor covenants that the Work and the materials provided hereunder shall be appropriate for the purposes stated in the Contract Documents.

(b) The Engineer shall have the authority to suspend the Work in whole or in part when the

Contractor does not comply with the Contract or instructions of the Engineer. Orders to suspend or resume work shall be complied with immediately. If it becomes necessary to suspend work, the Contractor shall store all materials, tools and equipment in compliance with all applicable Permits and in such a manner that they will not obstruct or impede CTA operations, public right of ways or cause partially completed Work to become damaged in any way. The Contractor shall take every precaution to prevent damage to the Work partially completed; and the Contractor shall provide suitable drainage, traffic controls, temporary structures or other temporary facilities and controls where necessary to protect the Work, CTA operations and the public. Notice to suspend work shall be provided in writing from the Engineer to the Contractor. The Contractor shall not be entitled to additional Contract Time or Contract Price with respect to any suspension of work under this Section 4.2.

4.3 Correction of Work.

(a) The Contractor must promptly remove from the premises all Work identified by the CTA as failing to conform to the Contract. The Contractor must then promptly replace and re-execute the Work according to the Contract and without expense to the CTA.

(b) If the Contractor fails to remove such non-conforming Work within a reasonable time, as determined by the Chief Infrastructure Officer and communicated to the Contractor by written notice, the CTA may remove the non-conforming Work and store the materials as an expense of the Contractor. If the Contractor fails to pay expenses of such removal within fourteen (14) days thereafter, the CTA may, upon fourteen (14) days’ written notice, sell such materials at auction, by public bid, or at private sale and will account for net proceeds thereof after deducting all costs and expenses that should have been borne by the

Contractor.

(c) Neither final payment nor any provision in the Contract will relieve the Contractor of responsibility for faulty materials and workmanship and, unless otherwise specified in the

Contract, the Contractor must remedy any defects due thereto and pay for any damage to other work resulting therefrom, that appears that appears during performance of the Work or thereafter within the Warranty Period. The CTA will give notice of observed defects with reasonable promptness.

4.4 Failure to Proceed with Correction of Work.

If the Contractor fails to commence execution of, and thereafter diligently continue, Work, including repair, replacement, correction, and removal of damaged or defective work, ordered in writing by the Chief Infrastructure Officer, the Chief Infrastructure Officer may, at the expiration of 48 hours, give written notice to the Contractor, and either (a) proceed to execute the Work as deemed necessary, and reduce the Contract Price by the cost thereof, or (b) without proceeding to execute such Work, reduce the Contract Price by the estimated value of the Work, as reasonably estimated by the Chief Infrastructure Officer.

4.5 Materials…