Terms_Construction

GENERAL TERMS AND CONDITIONS

CONTRACT

If selected by the Board to provide the services stated herein, the Bidder shall adhere to the terms and conditions contained in this bid solicitation. The term AContract@ hereinafter refers to this bid solicitation, all attachments included herein, Bidders response to this bid solicitation, and the Board=s acceptance of this bid solicitation. Such acceptance by the Board will be evidenced by a Notice of Award letter issued by the Chief Purchasing Officer.

DEFINITIONS

As used in this Contract, these terms have these meanings:

"Architect of Record" or "Architect" means any person or firm employed by the Board for the purpose of designing and observing the Work for this Project .

AAttorney" means the general counsel of the Board.

"Contract Price" means the amount of compensation, based upon Bidder's Bid Price for this Project to be paid for the Work to be performed by Bidder as adjusted in accordance with authorized Change Orders from time to time.

"Bid Documents" means the Board's solicitation for bids issued in connection with this Project, including all specifications for this Project and any addenda.

"Bid Price" means the price Bidder has bid to perform the Work for this Project, as accepted by the Board.

ACapital Improvement Program@ ("CIP") is a comprehensive, multi-year capital improvement program adopted by the Board on January 24, 1996, as amended from time to time, to upgrade and expand the Chicago Public Schools facilities. The CIP involves the participation of a number of Board employees, consultants, and contractors, including a Program Manager, Construction Managers, Managing Architects, Architects, engineering specialists, and environmental consultants.

"Capital Planning" means a department within the Board's Operations Department that is charged with, among other things, implementation of the CIP.

"Change Order" means a written order issued by the board to Bidder directing changes in the Work and/or the time for completion of this Project.

"City" means the City of Chicago.

"Construction Manager" means a firm engaged by the Board to provide professional construction management services and manage and facilitate the scheduling and completion of the Work in accordance with this Contract, within the cost and schedule requirements established by the Board.

"Day" means calendar day unless otherwise specified.

"Drawings" are those enumerated in Attachment H to this bid solicitation, and additional drawings and sketches, if any, that may be incorporated into this Contract as Work progresses.

"Environmental Consultant" means a consultant engaged by the Board to provide environmental assessments of schools in the CIP and to coordinate the identification and remediation of environmental conditions.

"Final Acceptance" means the date on which Architect and the Board have determined that all of the requirements of this Contract have been completed.

AManaging Architect@ means an architect engaged by the Board to assist the Board and its Architects of Record.

ANotice of Award@ refers to the written notice issued by the Board=s Chief Purchasing Officer and directed to Bidder for the award of this Project, and it determines the Contract Price for this Project.

"Notice to Proceed" refers to the written notice issued by the Board=s Chief Purchasing Officer and directed to Bidder, and it establishes the date from which the time for performance begins to run.

"PBC" means the Public Building Commission of Chicago, a municipal corporation and body politic and corporate under Illinois law, and record owner of certain property included in the CIP.

"Preliminary Acceptance" means the date on which Architect and the Board determine that this Project has been essentially completed (except for Punch List Work), such that the Users may occupy and fully use the Work.

"Program Manager" means a consultant engaged by the Board to develop system-wide criteria and a program for value engineering, scope oversight, scheduling, and reporting in the CIP.

AProject Schedule@ means the schedule established for commencement and completion of this Project and for achieving milestones during the Work.

"Punch List" or "Punch List Work" means minor adjustments, repairs or deficiencies in the Work of as determined by the Architect and the Board.

"Record Documents" are all documents required under the terms of this Contract to be provided to the Board by Bidder.

"School" means the location shown on the Drawings within which this Project is to be performed.

"Subcontractor" means any partnership, firm, corporation or entity other than an employee of Bidder, who contracts with Bidder to furnish labor, or labor and materials, for this Project. This term also includes subcontractors of any tier, suppliers, fabricators or manufacturers, whether or not in privity with Bidder. Nothing in this Contract is considered to impose upon the Board, Program Manager, Architect, Construction Manager, or any other Board consultant, any obligation, liability, or duty to a Subcontractor, or to create any contractual relation between the Board, Program Manager, Architect or Construction Manager and any Subcontractor, or to prejudice remedies granted by applicable laws.

"User" means the principal, students, their parents, teachers, support staff, volunteers, licensees, and local school council members of the Walter Payton College Preparatory High School, on whose behalf the Board has undertaken to cause the Work to be performed on this Project.

"Work" means the construction and services required by this Contract, whether completed or partially completed, and includes all other labor, materials, equipment and supplies, plant, tools, scaffolding, transportation, superintendence, insurance, taxes and all other services, facilities and expenses necessary for Bidder to fulfill Bidder's obligations. The Work may constitute the whole or a part of this Project.

PERFORMANCE AND PAYMENT BOND

Before receiving a Notice to Proceed, the selected Bidder shall furnish the Board's Chief Purchasing Officer with a Performance and Payment Bond in the full amount of the Contract Price, referencing this Contract, and complying with the requirements of Illinois law regarding bonds on public works. The bond shall be in a form and issued by a surety acceptable to the Board, and licensed as a surety by the State of Illinois. The bond is security for the faithful performance of this Contract and the payment of all persons supplying labor, materials, equipment, and services of any nature to Bidder in connection with this Project. The bond shall be furnished together with the current power of attorney for the person or persons signing on behalf of the surety, which power of attorney shall be sealed and certified with "first hand signature" by an officer of the surety. A facsimile signature shall not be accepted by the Board. In addition, the acknowledgment of the principal on the bond shall be notarized with his or her official title identified.

DUTIES AND RESPONSIBILITIES OF BIDDER

Engagement. Bidder promises to provide all Work in accordance with the terms and conditions of this Contract.

Additional Components of the Services. Bidder shall comply with the following policies, initiatives, and requirements of the Board:

MBE/WBE Plan. Bidder acknowledges its familiarity with the requirements of the Board's "Revised Remedial Plan for Minority and Women Business Enterprise Economic Participation@. Bidder shall adhere to the minimum goals of 26% participation for MBE (with subgoals of 16% Black, 7.5% Hispanic, and 2% Asian) and 5% participation for WBE participation and other applicable MBE/WBE requirements established for this Project.

Project Labor Agreement. The Board has entered into a Project Labor Agreement with various trades regarding projects under the CIP, copy of which is attached hereto as Attachment E, together with a list of signatory unions. Bidder acknowledges familiarity with the requirements of the Board's Project Labor Agreement, its applicability to the Work Bidder may be awarded under this Contract, and shall comply in all respects.

STANDARDS OF PERFORMANCE

General. Bidder shall perform, or cause to be performed, all of its duties under this Contract with that degree of skill, care and diligence normally shown by a Bidder performing services of a scope, purpose and magnitude comparable with the nature of the services to be provided herein. Where the duty or Work to be performed requires the exercise of professional skill or judgment, Bidder shall cause it to be performed by professionals competent to do so and licensed by the State of Illinois in the applicable discipline, if such licensure is required by law. Bidder is responsible for compliance of the Work with the terms of this Contract and the technical accuracy of all submittals furnished under this Contract.

In signing this Contract, Bidder accepts the relationship of trust and confidence established between it and the Board and covenants with the Board to furnish its best skill, expertise, and knowledge, and to cooperate with the officials, employees, and agents of the Board in furthering the interests of the Board. Bidder shall furnish efficient administration, supervision, and superintendence of all Work that it is required to perform and to use every effort to complete the Work in an expeditious and economical manner consistent with the interests of the Board.

In Performing Work. Unless otherwise specified in this Contract, all materials for this Project shall be new and the best of their respective kinds, of standard weights and dimensions. All workmanship shall be of a high grade throughout and of a quality in keeping with the material and design. In all cases where material and quality are not distinctly specified, specimens or samples shall be submitted to Architect for approval. Bidder shall use every effort to assure timely and satisfactory performance of the Work and shall perform all Work under this Contract to the reasonable satisfaction of the Board=s Chief Operating Officer.

Submittals. Whenever Bidder is required under this Contract to prepare reports, documents, drawings, or other submittals, Bidder shall prepare them in form and content satisfactory to the Board and submit them in a timely manner. Bidder acknowledges that all such submittals are subject to Board review and approval and that Bidder shall revise and resubmit them until they comply.

BIDDER=S REPRESENTATIONS

Representations. Bidder represents that the information furnished and referenced below and the statements below are true and correct as of the effective date of this Contract and will continue to be true and correct for the duration of this Contract.

Disclosures. Bidder has truthfully completed a Contractor's Disclosure Form and has delivered same to the Board, and this form is incorporated herein and made a part of this Contract as if fully set forth herein. Bidder shall promptly notify the Board of any change in ownership or control disclosed in such form, and any such change is subject to Board approval, which the Board will not unreasonably withhold.

Prohibited Acts. Within the three years prior to the effective date of this Contract, Bidder or any of its joint venturers if a joint venture, or any of its or their officials, agents or employees (i) have not been convicted of bribery or attempting to bribe a public officer or employee of any public entity in that person's official capacity; and (ii) have not been convicted of agreeing or colluding among contractors or prospective contractors in restraint of trade, including bid-rigging or bid-rotating, as those terms are defined under the Illinois Criminal Code.

Prohibited Economic Interests. No officer, agent or employee of the Board is or shall be employed by Bidder or has or shall have a financial interest, directly or indirectly, in this Contract, except as may be permitted in writing under the Board's Code of Ethics (95-0927-RU3) adopted September 27, 1995, as may be amended from time, which Code of Ethics is incorporated herein and made a part of this Contract as if fully set forth herein.

Defaults under Other Agreements. Bidder, each of its joint venture members if a joint venture, and each of its Subcontractors, if any, are not in default or have not been deemed by the Chief Purchasing Officer to be in default under any other agreement with the Board during the five-year period immediately preceding the effective date of this Contract.

Kickbacks. Bidder, or any of its members if a joint venture, or any Subcontractor to the best of Bidder=s knowledge, has not accepted and shall not accept from or on behalf of any Subcontractor to Bidder or any intermediate tier Subcontractor, any payment, gratuity or offer of employment in relation to this Contract or as an inducement for award of this Contract. Bidder is and shall remain in compliance with all applicable anti-kickback laws and regulations.

Authority. Bidder has taken all action necessary for the approval and execution of this Contract, and is duly authorized to execute this Contract which constitutes the valid, binding obligations of Bidder.

Discrimination. In performing under this Contract, Bidder shall not discriminate against any worker, employee or applicant for employment or any member of the public for unlawful reasons, such as race, creed, gender, color, national origin or disability, and it shall not commit unfair labor practices. Attention is particularly drawn to the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq.; and Public Works Employment Discrimination Act 775 ILCS 10/0.01 through 10/20, inclusive; and the Board's residency requirements for contracts awarded by the Board. Bidder shall furnish the reports and information as requested by the Board and the Illinois Department of Human Relations.

Wages and Salaries. Salaries of employees of Bidder 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 only the payroll deductions that are mandatory or permitted by the applicable laws or regulations. Attention is called to Illinois Compiled Statutes relating to Wages and Hours, including without limitation 820 ILCS 130/0.01 through 130/12 (Prevailing Wage Act), 30 ILCS 570/1 through 570/7 (Employment of Illinois Workers on Public Works Act) and 30 ILCS 560/0.01 through 560/7 (Public Works Preference Act). Bidder shall comply with all applicable Anti-Kickback laws and regulations, including the Anti-Kickback Act of June 13, 1934 (48 Stat. 948; 62 Stat. 740; 63 Stat. 108; 18 U.S.C. Sec. 874; 40 U.S.C. Sec. 276c) and the Illinois Criminal Code of 1961, 720 ILCS 5/33E-1 et seq.

If, in the performance of this Contract, there is any direct or indirect kickback, such as, but not limited to, underpayment of wages or salaries by Bidder, the Board has the right to withhold from Bidder out of payments due to it an amount sufficient to pay the employees underpaid the difference between the salaries required to be paid under this Contract and the salaries actually paid the employees for the total number of hours worked. The amounts withheld shall be disbursed by the Board for and on account of Bidder to the respective employees to whom they are due. Bidder and all its Subcontractors shall comply with the provisions of all applicable Board policies.

Background Checks. Under the provisions of the Illinois School Code, 105 ILCS 5/10-21.9, Bidder shall conduct a criminal background investigation of all employees on this Project who may have direct, daily contact with the pupils in the School. Bidder shall not assign to the Work at the School any employee convicted of the offenses listed in the Illinois School Code or those for whom a criminal background investigation has not been initiated. Upon receipt of the record of conviction, Bidder shall immediately remove any person so assigned from the Work at the School. In addition, Bidder shall require all persons assigned to the Work at the School to show evidence that they are free from communicable disease, including tuberculosis. Acceptable evidence is described in the Illinois School Code, 105 ILCS 5/24-5. From time to time, the Board may require Bidder to demonstrate its compliance with the provisions of this Section. Also, Bidder shall comply with the requirements of the Illinois Drug-Free Workplace Act, 30 ILCS 580/3.

WARRANTY

Bidder warrants to the Board that (i) all materials and equipment furnished under this Contract shall be of good quality and new unless otherwise required or permitted by this Contract, (ii) the Work shall be free from defects not inherent in the quality required or permitted, and (iii) the Work shall conform with the requirements of this Contract. The Board is entitled to consider Work not conforming to these requirements, including substitutions not properly approved and authorized, defective. Bidder's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Bidder, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Board, Bidder shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

Bidder warrants all of the Work for this Project and each and every part of it, including, by way of illustration and not in limitation, all workmanship, materials, equipment, supplies, services and facilities that are furnished, produced, fabricated, installed, constructed or built pursuant to this Contract for the respective periods of time called for by the respective requirements of this Contract, and, if no period is specified, then for a period of one year, against defects that, in the opinion of the Board, result from the use of defective or inferior materials, equipment, supplies, services, facilities or workmanship or from Work not in compliance with or not performed in accordance with the Drawings or Specifications. Bidder shall provide this warranty to the Board in writing. The warranty period shall run from and after the date of Final Acceptance of all Work required by this Contract. No part of the Work shall be held to be accepted until Final Acceptance of all of the Work. Bidder shall, as part of this warranty, (i) repair, remove and replace as directed by the Board, and at no cost to the Board all the Work, materials, equipment, supplies, services and facilities that prove defective during the applicable warranty period or that fail to conform to this Contract, and (ii) repair, remove and replace, or pay for as directed by the Board and at no cost to the Board, all damaged portions of this Project and the contents and equipment of it, resulting from or that are incidental to the defects or failure to conform to the Drawings or Specifications. Bidder shall begin all repairs, removals, and replacements within 10 business days after the Board gives written notice and shall furnish workers and materials sufficient in the opinion of the Board to ensure their prompt completion. The written notice from the Board shall have attached to it the opinion of Architect stating that the defective Work was not performed in accordance with this Contract. Should Bidder fail to proceed in accordance with these requirements, the Board without further notice to Bidder may furnish all labor and material necessary for repairs, or removals and replacements, and Bidder shall pay the Board all costs incurred as a result of Bidder's failure to do so. Notification by the Board of non-conforming or defective Work tolls the running of Bidder's warranty with respect to the nonconforming or defective Work and of other Work affected by the nonconforming or defective Work. The warranty period for the corrected Work begins anew from the date the replaced or restored Work is accepted by the Board and runs for the full length of time as required under this Contract for the portion of the Work corrected and for that Work affected by it.

MANUFACTURERS' WARRANTIES

At the final Project close-out meeting, Bidder shall furnish the Board two (2) complete sets of all manufacturers' warranties, guarantees, parts lists, and literature applicable to equipment, systems, fittings, and furnishings included in the Work (collectively referred to as "manufacturers' warranties"), completed in favor of the Board as of and at the time of Final Acceptance of the Work. These manufacturers= warranties are in addition to and not in lieu of any other of Bidder's warranties stated herein, and the Board is entitled to look to Bidder for remedy in all cases where Bidder's warranty applies regardless of whether a manufacturer's warranty also applies. Construction Manager shall acknowledge receipt of the sets of manufacturers warranties on the set itself, and Bidder shall cause six (6) copies of an acknowledged set to be made and furnish them to Construction Manager for distribution as the Board directs.

INSURANCE

Insurance requirements are set forth in Attachment G to this bid document.

GENERAL SAFETY GUIDELINES

Bidder shall adhere to any and all safety requirements set by the Board and the Board=s insurance representatives.

Bidder, both directly and indirectly through its Subcontractors, shall continuously protect the Work and the Board's property from damage, injury or loss arising in connection with operations under this Contract. Bidder shall make good any such damage, injury or loss, except that which may be directly due to causes beyond Bidder's control, fault or negligence and that would not reasonably be expected to occur in connection with or during performance of the Work.

Bidder, both directly and indirectly through its Subcontractors, shall take all necessary precautions to ensure the safety of the public and workers on the Site, and to prevent accidents or injury to any persons on, about, or adjacent to the Site where the Work is being performed.

Bidder shall comply with all laws, ordinances, codes, rules and regulations relative to safety and the prevention of accidents, the Manual of Accident Prevention in Construction of the Associated Bidders of America and the applicable provisions of the American Standard Safety Code for Building Construction, unless prevention of accidents is regulated by a more stringent local code or ordinance.

Bidder shall erect and properly maintain at all times, as required by laws and regulations and the conditions and progress of the Work, proper safeguards for the protection of workers and the public and post signs warning against the dangers created by openings, stairways, falling materials, open excavations and all other hazardous conditions.

In an emergency affecting the safety of life, the Work or adjoining property, Bidder, without special instructions or authorization from Architect or Board, is permitted to act, at its discretion, to prevent the threatened loss or injury.

Bidder shall protect private and public property adjacent to the Work, including all streets, sidewalks, light poles, hydrants and concealed or exposed utilities of every description affected by or adjacent to the Work. If the items are damaged by Bidder or its Subcontractors, Bidder shall make all necessary repairs to or replacements of them at no cost to the Board.

If, in the opinion of the Board, Bidder's Work endangers adjoining property, upon written notice, the Work shall be stopped and the method of operation changed in a manner acceptable to the Board.

If applicable, Bidder shall remove all snow and ice as may be required for the proper protection and/or prosecution of the Work. Bidder shall at all times provide and maintain adequate protection against weather (including, but not limited to rain, winds, storms, snow, sleet, frost or heat) so as to preserve all Work, materials, equipment, apparatus and fixtures free from injury or damage.

Adequate precautions shall be taken against fire throughout all Bidder's and Subcontractors' operations. Flammable material shall be kept at an absolute minimum, and, if any, shall be properly handled and stored. Except as otherwise provided in this Contract, Bidder shall not permit fires to be built or open salamanders to be used in any part of the Work.

Bidder shall provide and maintain adequate protection for all properties adjacent to the Site. When required by law or for the safety of the Work, Bidder shall shore up, brace, underpin and protect as necessary, adjacent pavements, foundations and other portions of existing structures that are in any way affected by the operations under the Contract Documents. Bidder, before beginning any part of the Work, shall give any notices required to be given to any adjoining landowner or other parties.

Bidder shall cooperate with any other contractor that may be performing work on the Site in connection with the compliance with regulations of OSHA and all other federal, state, and municipal laws, rules and regulations relating to job site safety and practice including, as may be relevant, appealing decisions, correcting work within abatement periods, appealing or requesting extensions on abatement periods when work has been done by other contractors and furnishing the supporting information or material as may be necessary to fully protect the rights of the Board, its representatives, and other contractors on pending or prospective violation orders.

Unless otherwise noted, all existing fixtures, furniture, equipment, shall be carefully removed by Bidder to a nearby area, protected from damage of any kind, before Work begins in that area. Bidder shall return the items to the originally designated place at the finish of the Work. For electronic or utility hook-ups, the Board shall be notified in advance, and allowed sufficient time to disconnect items before removal. Hook-ups shall to be reconnected by the Board after replacement of furniture and equipment by Bidder.

Bidder shall comply with the Construction Operations Phasing Plan and Schedule when performing the Work.

CONTRACTOR'S LIABILITY

Assumption of Liability. Bidder assumes all liability for its own negligence and the negligence of its own employees and agents. Bidder shall require its Subcontractors to assume all liability for their own negligence and the negligence of their own employees and agents.

Indentification. Bidder or its Subcontractors, or both, as the case may be, shall compensate the Board and any other local governmental body with an interest in this Project, and their respective members, trustees, commissioners, employees, or agents, including the Program Manager, Architect and Construction Manager(s) (collectively, the "Board Indemnitees") for any claim, loss, or liability the Board Indemnitees incur on account of any negligence, recklessness, or wilful misconduct of Bidder or its employees, any Subcontractor or the Subcontractor's employees, in the performance of any Work in connection with this Contract. Any limit on such liability that would otherwise be available by virtue of the Worker's Compensation Act or any other law or judicial decision is expressly waived as to the Board Indemnitees. Nothing in this Section, however, is intended to be, and shall not be, construed as an agreement to indemnify or hold harmless the Board Indemnitees on account of their own negligence. Bidder acknowledges that any performance bond or insurance provided under this Agreement in no way limits Bidder's responsibility to compensate the Board Indemnitees as provided in this Section.

Bidder is not liable under this Section for the errors or omissions of Architect, its agents or employees arising out of Architect's (or its agents' or employees') preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications or giving or failing to give directions or instructions, but only if the giving or failing to give directions or instructions is the primary cause of the injury or damage.

Bidder, where separate contractors or their Subcontractors are employed on the Site, shall not hold the Board responsible for loss or damage or injury caused by any fault or negligence of the other contractor or Subcontractor and Bidder shall look to the contractors or Subcontractors for recovery from them for any such damage or injury.

If any separate contractor or its subcontractor suffers loss or damage through any acts or omissions on the part of Bidder, or any of its Subcontractors, Bidder shall reimburse the other contractor or its subcontractor by agreement or arbitration, if they shall so settle. If the separate contractor or its subcontractor asserts any claim against the Board on account of any damage or loss alleged to have been so sustained, the Board shall notify Bidder, and Bidder shall defend and hold the Board harmless against those claims as provided herein.

Limitation of Liability. In no event, whether as a result of termination for default, termination for convenience, suspension of the Work, breach of contract, negligence, or otherwise, shall the Board be liable for damages for loss of profits, loss of use, loss of revenue, loss of bonding capacity, or any other special, indirect or consequential damages of any kind. The Board's total liability for any loss, claim, or damage arising out of this Contract or the performance or breach of it is limited to the value of the Work performed or the Contract Price, whichever is less.

Non-Liability of Individuals. No Board member, employee, agent, officer, or official shall be personally liable to Bidder or others claiming under or through Bidder in connection with this Contract. Bidder, its members if a joint venture, or any of its Subcontractor shall not personally charge any Board member, employee, agent, official, or officer with any liability or expense in connection with this Contract because of the Board's execution or attempted execution of it, or because of any breach of it.

CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

This Contract is intended to include all items required for the proper execution and completion of the Work for this Project. Bidder shall provide any item of Work mentioned in the Specifications and not shown on the Drawings, or shown on the Drawings and not mentioned in the Specifications, as if shown or mentioned in both.

Bidder shall coordinate the various parts of the Work so that no part is left in an unfinished or incomplete condition owing to any disagreement between the various Subcontractors or any of the Subcontractors and Bidder, as to where the work of one begins and ends with relation to the work of the other.

Generally, the Specifications describe work that cannot be readily indicated on the Drawings and indicate types, qualities and methods of installation of the various materials and equipment required for the Work. It is not intended to mention every item of work in the Specifications that can be adequately shown on the Drawings nor to show on the Drawings all items of work described or required by the Specifications even if they are of such nature that they could have been shown on them. Bidder shall provide all materials or labor for Work that is shown on the Drawings or is reasonably inferable from them as being necessary to produce a finished Project whether or not the Work is expressly covered in the Specifications.

Except as otherwise noted in the Drawings or Specifications, Bidder shall furnish materials that are shown on the Drawings and that are not specifically described in the Specifications or Drawings, suitable for the intended use, compatible with adjacent materials, and subject to review for conformity with the intent of this Contract. Installation techniques not specified in this Contract shall be in accordance with manufacturer's currently published instructions and industry standards.

Where requirements of this Contract differ from what is required under applicable laws, ordinances, rules, regulations, orders, building codes or the requirements of authorities having jurisdiction over this Project, Bidder shall provide that which the most stringent of them, and, except for material discrepancies caused by Architect's errors and omissions, Bidder shall provide, within the Contract Price, that which is required. Bidder shall , whenever there is a discrepancy or apparent discrepancy, seek clarification and approval in advance from Architect, and especially where a material discrepancy of this nature would result in a claim for extras.

SECTION 17. RIGHT OF ENTRY

Bidder and its Subcontractors and their respective officers, employees, and agents performing the Work are permitted to enter the School in connection with the performance of the Work, subject to the terms and conditions contained in this Contract and those rules established by the Board. Bidder shall provide advance notice of its intended entry to the principal whenever Work is to be performed at the School, and also to the Board. Consent to enter the School, given by the principal or the Board does not create, and shall not be construed to imply the creation of, any additional responsibilities on the part of the Board.

Bidder shall use, and shall cause its Subcontractors and their respective officers, employees, and agents to use, the highest degree of care when entering School in connection with the Work. Bidder and its Subcontractors and their respective officers, employees and agents shall comply with all instructions and requirements for the use of the School, and any leases or licenses for the use of the School, whether the School is owned or leased by the Board or licensed or leased from the Board.

All claims, suits, judgments, costs, or expenses, including attorney's fees, arising from or in connection with any such entries shall be treated in accordance with the terms and conditions of this Contract.

EXPLANATION OF SPECIFICATIONS

Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings is for convenience and does not dictate or determine the trade or craft involved. The separations do not operate to make Architect an arbiter for the division of responsibility between Bidder and Subcontractors or between Subcontractors, and the separations do not relieve Bidder from the responsibility of satisfactorily completing the entire Work, regardless of the trade divisions.

The Specifications are of abbreviated or "streamlined" type and may include incomplete sentences. Omissions of words or phrases such as "the Contractor shall (or must)", "in conformity therewith", "shall (or must) be", "as noted on the Drawings", "according to the plans", "a", "an", "the", and "all" are intentional. Omitted words and phrases shall be supplied by inference in the same manner as they are when a "Note" occurs on Drawings. Words "shall (or must) be" or "shall (or must)" are to be supplied by inference where a colon (:) is used within sentences or phrases.

Where "as shown", "as indicated", "as detailed" or words of similar import are used, reference is made to the Drawings accompanying the Specifications unless otherwise stated. Where "as directed", "as required", "as permitted", "as authorized", "as approved", "as accepted", "as selected", or words of similar import are used in the Specifications, the direction, requirement, permission, authorization, approval, acceptance or selection by Architect is intended unless otherwise stated.

"Provide" means "provide complete in place" or "furnish and install."

OWNERSHIP OF DRAWINGS, SPECIFICATIONS AND MODELS

All copies (in whatever form, including, without limitation, electronic) of Drawings and Specifications furnished by Architect are the property of the Board. All models are the property of the Board.

THE ARCHITECT, THE BOARD, AND BOARD CONSULTANTS

Architect represents the Board during the construction period of this Project and shall observe and inspect the Work periodically. Architect has the authority to act on behalf of the Board only to the extent expressly provided in this Contract or otherwise in writing, which shall be shown to Bidder upon request. Architect has the authority to reject the Work whenever the rejection may be reasonably necessary to ensure the proper execution of this Contract. Architect is the initial interpreter of this Contract with respect to matters within Architect's professional expertise, such as, but not limited to, the design and Specifications and Bidder's compliance with them. In the event of a dispute, Architect shall render written interpretations regarding the items to be included within the Work to the Board.

Architect shall within a reasonable time, make recommendations on all claims of Bidder and make decisions on all other matters relating to the execution and progress of the Work and the interpretation of this Contract. The Board shall not entertain any claim of Bidder that has not first been reviewed by the Architect.

Architect, the Construction Manager and Program Manager are not liable for Bidder's performance of the Work or for any defects, deficiencies or effects resulting from any of them, or those of any Subcontractor, manufacturer, supplier, fabricator, or any other third party (including anyone working or acting on behalf of any of them).

The services of Architect, Construction Manager and Program Manager are performed solely for the benefit of the Board. Bidder, its Subcontractors, suppliers, fabricators, manufacturers or other third parties are not entitled to have any claim against them or the Board as a result of the performance or nonperformance of their respective services. Bidder shall bring this provision to the attention of its Subcontractors, suppliers and other parties with whom it contracts and have them do the same with those with whom they contract.

Architect, Construction Manager and Program Manager shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions in connection with the Work, since these are solely Bidder's responsibility. Architect shall not be responsible for Bidder's failure to carry out the Work in accordance with this Contract. Architect shall not have control over or charge of and shall not be responsible for acts or omissions of Bidder, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work.

Except as otherwise provided in this Contract or when direct communications have been specially authorized, the Board, Architect, and Bidder shall communicate through the Construction Manager and the Program Manager. Communications by and with Subcontractors and material suppliers shall be through Bidder.

APPROVALS

In various places, this Contract requires Bidder to obtain approvals from or to submit drawings, notices, claims, or other documents to various persons. In general, it is the intent of this Contract that the Architect, as the person professionally responsible for the design and Specifications, and the Board, as owner, have the power of approval and disapproval, while the Program Manager and the Construction Manager make recommendations and suggestions to the Board. With respect to submittals, the designation of various persons to receive them does not relieve Bidder or its Subcontractors of any statutory notice requirements, but rather it is intended to speed up recommendations and approvals (or disapprovals) where the actions of several persons is called for.

SUBMITTALS AND SUBSTITUTIONS

Bidder shall review, approve and submit to Architect shop drawings, product data, samples and similar submittals required by this Contract with reasonable promptness and in the sequence that shall cause no delay in the Work or in the activities of the Board or of separate contractors. Submittals made by Bidder that are not required by this Contract may be returned without action.

Bidder shall not perform any portion of the Work requiring submittal and review of shop drawings, product data, samples or similar submittals until the respective submittal has been approved by Architect. The Work shall be in accordance with approved submittals.

By approving and submitting shop drawings, product data, samples and similar submittals, Bidder represents that Bidder has determined and verified materials, field measurements, and field construction criteria related to them, or shall do so, and has checked and coordinated the information contained within the submittals with the requirements of the Work and of this Contract.

Bidder shall not be relieved of responsibility for deviations from requirements of this Contract by Architect's approval of shop drawings, product data, samples or similar submittals unless Bidder has specifically informed Architect in writing of the deviation at the time of submittal and Architect has given written approval to the specific deviation. Bidder shall not be relieved of responsibility for errors or omissions in shop drawings, product data, samples or similar submittals by Architect's approval of them.

Bidder shall identify and submit all proposed substitutions to Architect for approval at Bidder's initial submittal as required in the Specifications. No substitutions are permitted, and Bidder shall not make any substitutions, at any time after that, unless one or more specified products or processes becomes unavailable through no fault of Bidder. Bidder shall furnish such drawings, specifications, samples, performance data and other information as required to assist Architect in determining whether the proposed substitute product or process is acceptable. The burden of proof is on Bidder both with respect to acceptability of the proposed substitute product or process and with respect to Bidder's lack of fault. When the submittal is due to specified product unavailability through no fault of Bidder, all proposed substitutes shall be submitted to Architect in ample time to permit proper consideration by Architect. No consideration shall be given to incomplete or belated submittals. Failure of Bidder to plan ahead to obtain a product at a competitive price is not a basis for substitution.

NAMED MANUFACTURERS; SPECIFIED PROCESSES

Whenever in this Contract the term " substitute," in any of its forms, is used in connection with products or processes other than those specified, it is intended to refer to the products or processes offered in the post-award period. The term "alternate" in connection with products or processes other than those specified is intended to refer to products or processes bid as alternates to the named products or processes.

Whenever any manufacturer's or distributor's brand of product (or trade name or catalog reference) is specified for an item of Work, the words "or equal" are understood to apply, and equal alternates and equal substitutions shall be considered unless otherwise expressly stated.

If Bidder proposes to offer an equal alternate to the named product or process, Bidder shall do so at the time of bid, clearly identifying the product or process alternate offered, furnishing detailed specifications of the product, supporting data, and samples, and identifying any deviations from the specification. Bidder shall furnish with the bid submittal, or at the request of the Board, such drawings, specifications, samples, performance data and other information and as many as required to assist Architect in determining whether the proposed alternate product or process is acceptable. The alternate so offered is subject to Architect=s review and approval to determine its compliance with the specifications, including all performance requirements stated or implied in the specification. If Bidder's bid lacks any of the foregoing information, Bidder shall furnish the named product or process. NO ALTERNATE SHALL BE CONSIDERED FOR ACCEPTANCE IF NOT BID.

Whenever a particular process is specified and also requires a guarantee of the results, and if Bidder judges that the process might not produce the required result, Bidder shall include in its bid an alternate process that Bidder will guarantee, or submit for approval a substitute process that Bidder will guarantee.

All proposals for substitute products or processes shall be made in writing to Architect. Requests for approval of products or processes other than those specified shall be accompanied by proof, satisfactory to the Board and Architect that (i) they are equal in quality, availability, and serviceability to the specified products, (ii) their use shall not entail changes in details and construction of related Work, (iii) they are acceptable in consideration of the required design and artistic effect and function, and (iv) there is a cost advantage to the Board. Bidder shall furnish with the submittal, such drawings, specifications, samples, performance data and other information and as many as required to assist Architect in determining whether the proposed substitute product or process is acceptable.

ARCHITECT'S ADDITIONAL INSTRUCTIONS

Architect shall furnish with reasonable promptness additional instructions by means of drawings or otherwise, necessary for the proper execution of the Work. All such instructions shall be consistent with this Contract, or approved modifications of or true developments from them, and reasonably inferable from them. Bidder shall cause the Work to be executed in conformity with this Contract and the additional instructions and Bidder shall do no work without proper drawings or instructions. In giving additional instructions, Architect has authority to make minor changes in the Work consistent with the intent of this Contract and involving no extra cost (but not those granting additional time).

Wherever typical parts or sections of the Work are completely detailed on the Drawings and other parts of sections that are essentially of the same construction are shown in outline only, the complete details apply to the Work that is shown in outline.

Bidder shall not determine dimensions of Work by scale or rule, but rather shall follow figured dimensions at all times. If figured dimensions are lacking and cannot be calculated from other dimensions on Drawings, Architect shall supply them on Bidder's request.

CONSTRUCTION SCHEDULES

Time Is of the Essence in Prosecuting and Completing the Work. Bidder, within 5 working days after being awarded this Contract pursuant to a Notice of Award, shall prepare and submit to the Board, Bidder's construction schedule for the Work, prepared in form and substance acceptable to or as specifically prescribed by the Board. The construction schedule shall not exceed time limits for the Work in the project schedule under this Contract. The construction schedule shall accommodate all Board and User activities that are identified in this Contract and shall be updated by Bidder and submitted to the Construction Manager at least monthly or more frequently as directed by Architect or the Construction Manager. The construction schedule shall be related to the entire Project to the extent required by this Contract, and shall provide for expeditious and practicable execution of the Work. Bidder shall submit the construction schedule to the Construction Manager in duplicate, and, if requested by the Construction Manager, also on floppy disk in format acceptable to the Construction Manager. Bidder shall submit a revised construction schedule when Bidder's planned sequence is changed or when Project changes are made that affect the construction schedule or when directed by the Construction Manager. All construction schedules are subject to review and approval by the Board.

Board's Right to Do Work. If Bidder neglects to prosecute the Work properly or fails to perform in accordance with this Contract, the Board, after at least 3 business days' written notice to Bidder, may without prejudice to any other remedy, make good the deficiencies and deduct the cost of doing so from the payment then or later due Bidder. If the cost of all Work undertaken by the Board pursuant to this Section exceeds the unpaid balance of the Contract Price, Bidder (and the surety or sureties on the performance bond given by Bidder) shall be liable for payment to the Board of the amount of the excess.

Board's Right to Stop Work. If Bidder fails to correct Work that is not in accordance with the requirements of this Contract or persistently fails to carry out Work in accordance with this Contract, the Board, by written order signed personally or by an agent specifically so empowered by the Board in writing, may order Bidder to stop the Work, or any portion of it, until the cause for the order has been eliminated; however, the right of the Board to stop the Work does not give rise to a duty on the part of the Board to exercise this right for the benefit of Bidder or any other person or entity.

Contract and Submittals for the Work. Bidder shall keep one complete set of this Contract including Drawings, Specifications and one complete set of submittals at the School in good order, available to the Board, Architect, Program Manager, and the Construction Manager. Bidder shall keep the Drawings, Specifications and submittals up to date by replacing obsolete sheets with revised sheets as they are issued. Bidder shall carefully study and compare this Contract with information furnished by the Board and shall at once report to Architect any errors, inconsistencies or omissions discovered. Bidder shall not be liable to the Board or Architect for damage resulting from errors, inconsistencies or omissions in this Contract unless Bidder recognized, or should have recognized, the error, inconsistency or omission and knowingly failed to report it to Architect. If Bidder performs any construction activity knowing it involves a recognized error, inconsistency or omission in this Contract without notice to Architect, Bidder assumes appropriate responsibility for the performance and shall bear an appropriate amount of the attributable costs for correction. Bidder shall take field measurements and verify field conditions and shall carefully compare the field measurements and conditions and other information known to Bidder with this Contract before commencing activities. Bidder shall report errors, inconsistencies or omissions discovered to Architect at once.

SUPERVISION OF THE WORK

Bidder shall, immediately upon issuance of the Notice to Proceed with any portion of the Work, (i) furnish a competent staff, sufficient in number, as necessary for the proper administration, coordination, and supervision of the Work within the project schedule as established in this Contract, (ii) organize the procurement of all materials and equipment so that they shall be available at the time they are needed for the Work, and (iii) keep a force of skilled workers on the School sufficient in number to complete the Work in accordance with all requirements of this Contract and to the satisfaction of Architect.

Before beginning the Work, Bidder shall select a project manager who shall have full responsibility for the prosecution of the Work with full authority to act in all matters as necessary for the proper coordination, direction, commitment of resources and technical administration of the Work. Bidder's project manager shall attend meetings at the places and times as the Board, Construction Manager, Program Manager or Architect decides in order to render reports on the progress of the Work.

Bidder shall keep on the Project throughout its duration a competent superintendent and any necessary assistants, all of whom shall be satisfactory to the Board. The superintendent shall be present at the School when Bidder's personnel and/or Subcontractors are present. The superintendent shall not be replaced without the consent of the Board, unless the superintendent proves to be unsatisfactory to the Board (in which case the superintendent shall be replaced on the Project) or becomes unavailable due to reasons beyond the control of Bidder. In order to replace the superintendent, Bidder shall give the Board written notice and submit for approval the qualifications of the proposed replacement superintendent at least 15 days before the intended change. The superintendent represents Bidder in the absence of Bidder's principals and all directions given to the superintendent are as binding as if given to Bidder. All directions shall be confirmed in writing to Bidder.

Bidder shall efficiently supervise the Work using its best skill and attention.

Bidder is solely responsible for properly laying out the Work, and for all lines, and measurements for all of the Work executed under this Contract. Bidder shall verify the figures shown on the Drawings before laying out the Work and shall be held responsible for any errors or inaccuracies resulting from the failure to do so.

HOURS OF WORK

Bidder shall furnish sufficient forces and work those shifts that may be required to ensure completion of the Work under the conditions and within the time stated in this Contract. If the nature of the Work requires that parts of it be performed outside of regular working hours, the cost of the Work is considered to be included in the Contract Price. If the Project falls behind schedule, Bidder shall be required to perform the Work by extra shifts or on an overtime basis as may be necessary to complete the Work on time and the cost of that shall be considered to be included in the Contract Price.

Bidder shall not be entitled to additional compensation for extra shifts or overtime work for any reason whatsoever, except as otherwise expressly stated in writing by the Board; and then only to the extent of the direct cost of the premium portion of the time involved and without any charge for mark up, insurance or taxes, except as might otherwise be required by law.

The School may be occupied during construction. Bidder shall cooperate fully with the Board, and the User during construction operations to minimize conflicts, interference and to facilitate occupant usage and operations.

During occupied hours, Bidder shall limit construction operations to methods and procedures that shall not adversely and unduly affect the environment of occupied spaces, including but not limited to creating noise, dust, odors, air pollution, ambient discomfort, or poor lighting.

EMPLOYEES

Any employee of Bidder or a Subcontractor whose work is unsatisfactory or who is considered by the Board, Program Manager, Architect or Construction Manager to be unskilled or otherwise objectionable, shall be dismissed from the Work upon written notice to Bidder.

BUILDING MATERIALS AND EQUIPMENT

Unless otherwise specified, all materials and equipment shall be new, and of the quality required to satisfy the standards of this Contract. Bidder shall , if required, furnish satisfactory evidence as to kind and quality of all materials and equipment. Bidder shall cause all labor to be performed by workers skilled in their respective trades, and workmanship shall be of good quality so that first class work in accordance with the standards of construction set forth in this Contract shall result.

Any work, materials or equipment that do not conform to these requirements or the standards set forth in this Contract may be disapproved and rejected by the Architect, in which case Bidder shall remove and replace them before final payment.

Bidder shall keep proper inventories, provide adequate protection against the weather and maintain security measures against theft and vandalism with respect to all stored materials, fixtures and equipment for items stored on-site and not yet incorporated into the Work.

The School shall not be utilized for the storage of vehicles, materials, equipment, or fixtures not intended for this Project.

Bidder shall review any specified construction or installation procedures (including those recommended by any product manufacturer). Bidder shall advise Architect, in writing 7 days before beginning the Work, on items affected: (i) if any specified procedure deviates from good construction practice; (ii) if following any specified procedure shall affect any warranties; or, (iii) of any objections that Bidder may have to any specified procedure.

SALVAGE RIGHTS

The Board reserves all salvage rights in existing art works, structures, materials, and artifacts of intrinsic, artistic, or historical value. Whenever Bidder is required to remove or demolish such things before beginning renovation or other construction, Bidder shall request the Board's approval in advance and obtain specific direction on handling salvageable items.

TAXES

Bidder shall pay all applicable federal, state and local taxes on all materials, labor or services furnished, and all taxes arising out of the operations under this Contract. The taxes include, by way of illustration and not in limitation, Retailers' Occupation, Old Age Benefit, Unemployment, customs, duties, all deductions for income taxes now in force or later enacted before Final Acceptance. Bidder assumes all liability for the payment of any unemployment benefits payable under any federal or state law to individuals employed by it during the progress of the Work covered by this Contract. This requirement excludes taxes and assessments on real property comprising the School and Illinois, County and Municipal Retailers' Occupation and Service Occupation Taxes and Illinois Use, Sales and Service Use Taxes on building materials and fixtures to be incorporated into the Work but does include the taxes on building materials and equipment consumed or used in performing the construction, but not incorporated in it.

The Chicago Board of Education is exempt from federal Excise Taxes by virtue of Exemption Certificate No. 36-600584 and it is exempt from State of Illinois Sales Taxes by virtue of Exemption No. E9997-7109. Illinois Retailers' Occupation Tax, Use Tax, and Municipal Retailers' Occupation Taxes do not apply to materials or services purchased by the Board by statute. The price or prices quoted in bids and proposals shall include all taxes, direct or indirect, that do apply and shall comply with all relevant federal laws and regulations.

ROYALTIES AND PATENTS

The Contract Price shall include all fees for any patent invention, article or arrangement or other appurtenances that may be used upon or in any manner connected with the construction, erection or maintenance of the Work, or any part of it embraced in this Contract. Bidder and its Subcontractor(s) shall hold harmless the Board, Program Manager, Construction Manager, Architect, and their respective board members, officers, agents, and employees, against all demands for such fees or claims for infringements of patent rights that may be made.

The approval of any method of construction, invention, appliance, process, article, device or material of any kind by Architect or the Board is only an approval of its adequacy for the Work, and is not an approval of its use by Bidder in violation of any patent or other rights of any third person.

TRADE REGULATIONS

Wherever any provision of any section of the Specifications conflicts with any agreements or regulations of any kind at any time in force among members of any trade associations, unions or councils that regulate or distinguish what work is or is not included in the Work of any particular trade, Bidder shall make all necessary arrangements to reconcile any such conflict without delay, damage or cost to the Board and without recourse to the Board, Architect or Construction Manager. If the progress of the Work is affected by any delay in furnishing or installing any items of material or equipment required under this Contract because of a conflict involving any such agreement or regulation, Architect may require that other material or equipment of equal kind and quality be provided at no additional cost to the Board.

PERMITS, LAWS AND REGULATIONS

In a timely manner so as not to delay the progress of the Work, Bidder shall obtain and pay for all permits, licenses and certificates of inspection necessary for the prosecution and completion of the Work. Should any fees for permits, licenses and certificates of inspection be waived by the appropriate governmental agencies, then Bidder shall give full credit for them to the Board, and the Board may deduct the amount or amounts waived from payments due Bidder. The credit shall be in the amount stated by the governmental agency waiving the fee.

Bidder shall give all notices and comply with all laws, ordinances, codes, rules and regulations bearing on the conduct of the Work. If Bidder observes that the Drawings and Specifications are at variance with them, Bidder shall , in writing, promptly notify Architect, and any necessary changes shall be made in the Work. Bidder shall bear all costs arising from any Work performed that is contrary to those laws, ordinances, codes, rules and regulations.

Bidder shall comply with the current regulations of the National Board of Fire Underwriters where applicable to the Project, and all other codes named in the Specifications for the various divisions of the Work.

DELAYS AND EXTENSION OF TIME

If any delay on the part of Bidder results in any claim against the Board, Architect, Program Manager, Construction Manager, or the agents or employees of any of them (for purposes of this Section, individually and collectively, the "Board Indemnitees") by another contractor arising out of the delay, Bidder shall defend and hold the Board Indemnitees harmless against any and all such claims. The Board may without prejudice to its right to any other remedy deduct the amount of any recovery against Board Indemnitees from any monies due or that may become due Bidder.

If Bidder or its Subcontractors are delayed at any time in the progress of the Work, Bidder's (and its Subcontractors') sole remedy shall be an extension of the time for completing the Work for that reasonable period of time that Architect and the Board, may decide, but only if the delay is caused by: (i) any act or omission whatsoever (including without limitation suspensions of the Work for any reason and delays pending a decision) of the Board, Architect, Program Manager, Construction Manager, or the agents or employees of any of them, (ii) any other contractor employed by the Board, (iii) changes ordered in the Work, (iv) strikes, lockouts, fire, unusual delay in transportation, unavoidable casualties, or any other causes beyond Bidder's control that would not reasonably be expected to occur in connection with or during performance of the Work (except for weather delays caused by typical Chicago weather extremes that Bidder should have anticipated in Bidder's schedule for the Work), or (v) delay in obtaining required permits where the delay was not caused in whole or in part by Bidder.

No claim for an extension of time shall be considered unless Bidder makes it in writing, specifying the reason for the delay, and submits it to Construction Manager within 7 days after the delay begins. In case of a continuing cause of delay, only one claim is necessary.

Bidder and its Subcontractors are not entitled to any damages or compensation, or to be reimbursed, by the Board for any losses on account of any delay or delays resulting from any cause whatsoever.

CLAIMS AND DISPUTES

Bidder shall present all disputes arising under this Contract, whether involving law or fact (or both) or extra Work, and all claims for alleged breach of contract within 10 days after the dispute or the breach begins, by notice in writing to the Board's Chief Purchasing Officer, with copies to Program Manager and Construction Manager. For purposes of this Section, both disputes and claims, liquidated or otherwise, shall be referred to as "claims." All papers pertaining to claims shall be filed in quadruplicate with the Chief Purchasing Officer, with one additional copy each to Program Manager and Construction Manager.

The notice shall detail the amount (if any) of the claim (if the Work that is the subject of the claim has been completed) and shall in any event state the facts surrounding the claim in sufficient detail to identify it, together with its character and scope. In the meantime, and regardless of the outcome and resolution of the claim, during the pendency of the dispute Bidder shall proceed with the Work as directed and maintain the construction schedule. The Chief Purchasing Officer or designee shall render a determination in writing and any factual findings that are part of the written determination are binding on both the Board and Bidder.

Any claim not presented within the time limit specified in this Section shall be considered to have been waived.

If the amount of a claim is not known at the time notice of it is required to be given under this Section, Bidder shall , within 10 days after the Work is completed, submit in detail its claim and proof of claim.

No action for the recovery of any claim is sustainable in any court of law or equity unless Bidder begins it within either (i) 12 months following the date the Board formally denies the claim, or (ii) 90 days after Preliminary Acceptance of the Work, whichever is the earlier.

SUBCONTRACTS

Bidder shall before a Notice to Proceed is awarded, notify the Board in writing of the names of Subcontractors proposed for the principal parts of the Work and those other parts of the Work with a written statement concerning the experience, ability, and responsibility of each proposed Subcontractor and the scope of the subcontract. Bidder shall not later substitute another Subcontractor without the prior approval of the Board. Bidder is liable to the Board for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by Subcontractor, as Bidder is for the acts and omissions of persons directly employed by it. Each Subcontractor shall report to Architect and Construction Manager before beginning the Work and when resuming Work after an absence from Project.

RELATIONS OF BIDDER AND SUBCONTRACTORS

Nothing in this Section creates any obligation on the part of the Board to pay or to see to the payment of any sums to any Subcontractor.

Subcontractor (i) is bound to Bidder by the terms of this Contract and assumes toward Bidder all the obligations and responsibilities that Bidder, by this Contract, assumes toward the Board; (ii) shall submit to Bidder applications for payment in such reasonable time as to enable Bidder to apply for payment as specified in this Contract; (iii) shall make any claims for extras and for extensions of time to Bidder in the manner provided herein for like claims by Bidder upon the Board, except that the time limit for making claims for extra cost is 7 days.

Bidder: (i) is bound to Subcontractor by all the obligations that the Board assumes to Bidder under this Contract and by all the provisions of this Contract affording remedies and redress to Bidder from the Board; (ii) shall pay Subcontractor, upon the issuance of certificates specified in this Contract, the amount allowed and paid to Bidder on account of Subcontractor's Work to the extent of Subcontractor's interest in it; (iii) acknowledges that no claim for services rendered or materials furnished by Bidder to Subcontractor is valid unless written notice of it is given by Bidder to Subcontractor during the first 10 days of the calendar month following that in which the claim originated; and (iv) shall give Subcontractor an opportunity to be present and to submit evidence in any decision involving its rights.

RELATIONS WITH OTHER CONTRACTORS

The Board reserves the right to let other contracts in connection with the Work, including, but not limited to, contracts for performing construction work and supply of furnishings and equipment not included in this Contract. Bidder shall afford other contractors reasonable opportunity for the introduction and storage of their materials and for the execution of their work and shall properly connect and coordinate its Work with theirs. If any part of Bidder's Work depends for proper execution or result upon the work of any other contractor, Bidder shall inspect and measure the work of the other contractor and promptly report to Architect any defects or discrepancies in such work. Bidder's failure to inspect and make the report constitutes an acceptance of the other contractor's work as fit and proper for the proper execution of the Work, except as to latent defects.

Bidder shall work in harmony with and assist any other contractor that may be engaged by the Board to perform work at the School whenever necessary or as so directed by the Board. In no case is Bidder permitted to exclude from the School any other contractor in the execution or installation of its work. In the event of a conflict in scheduling the respective portions of Bidder's Work and that of any other contractor, Bidder shall immediately refer the matter to the Board's Construction Manager for resolution. The resolution, and any accommodation required of Bidder in connection with it, are not grounds for a delay claim under this Contract. Wherever work being done by any such contractors or subcontractors is contiguous to Work covered by this Contract, the respective rights of the parties shall be established by Architect to secure the completion of the various portions of the Work in general harmony.

CHANGES IN THE WORK

The Board may make changes, alternatives, additions and/or deductions in the Work without invalidating this Contract and without releasing or relieving Bidder from any guarantee given pursuant to this Contract and without affecting the validity of Bidder's (or any manufacturer's) warranty or Performance and Payment Bond (and without relieving or releasing the surety or sureties of the bond). All such Work shall be executed under the conditions of this original Contract.

All change orders require approval or ratification by the Chicago Board of Education in accordance with Board rules. No change orders shall be authorized that exceed, individually or cumulatively, 10% of the Contract Price.

Except in an emergency endangering life or property, Bidder shall make no change without receipt of a Change Order, approved on its face by the Board; and no claim for an adjustment of the Contract Price or time of performance shall be valid unless so ordered in writing.

Bidder, when ordered in writing by Construction Manager with approval by the Board, shall proceed promptly in accordance with the Change Order. The adjustment of the Contract Price on account of a Change Order shall be determined by one of the following methods:

Method 1 - Unit Price and/or Lump Sum Adjustment. If after receipt of Bidder's proposal for a change in the Work, the parties can agree on an equitable lump sum adjustment of the Contract Price, a Change Order shall be issued establishing the adjustment. Where the change in the Work involves items for which agreed-upon unit prices have been established and where the net aggregate quantity of the items is in excess of the requirements in this Contract payment for the items shall be at the established unit prices.

When the net aggregate quantity is less than the requirements in this Contract , a Change Order shall be issued for a credit equal to the sum of (i) the product derived by multiplying the established unit price times the net decrease in units, and (ii) an amount equal to 10% of the product. Where the "agreed-upon unit price" is a unit price bid on estimated quantities, then the Board may, at its option, demand a readjustment of the "agreed-upon unit price" in any case where the requirements for the particular unit price item exceeds 125% of the estimated quantity bid.

Where the change in the Work involves items for which agreed-upon unit prices have not been established, Bidder's proposal shall be based upon the estimated fair cost of Bidder's labor, material, equipment, insurance, premium on bond, and applicable taxes.

In submitting the proposal, Bidder shall use its ability and buying power to obtain the best possible prices from suppliers of material and equipment and from Subcontractors consistent with its general responsibility for the performance and completion of the Work. To this end, Bidder, when submitting such a proposal, is considered to have represented by the submittal that it has used the lowest prices obtained or obtainable from suppliers of material and equipment and from Subcontractors and that nothing has been added to the prices unless indicated in the proposal or billing.

Should Bidder at any time, without disclosing the fact, add any amount to a bill or proposal of any supplier of material or equipment or to a bill or proposal of any Subcontractor, and should the Board act on the same or make payment on any Work covered by a proposal or billing, then, and in that event, the Board has the right to recover from Bidder any such amounts as may have been so added and not disclosed. The recovery may be made by deducting the undisclosed additions from any payments due Bidder, or by any and all other means available to the Board.

Bidder's proposal of cost for items of Work not covered by agreed-upon unit prices for additional Work ordered may include a charge for overhead and profit, together, of 12%, to the extent that Bidder performs the items of Work with Bidder's own forces. For deleted Work, the price shall be net cost; office and field overhead, insurance and bond premiums, for example, are not considered or allowed to be included in "net cost." Where the items of Work involved in the change are performed by a Subcontractor, their cost shall be similarly established, to which cost, as approved by Construction Manager, the Subcontractor may add a charge for overhead and profit, together, of 15%. To this total only 6% may be added to cover both overhead and profit for Bidder. If more than one level of Subcontractor is involved, the Subcontractor performing the Work may add to cost a charge for overhead and profit, together, of 15%, and each other Subcontractor involved and Bidder may add only 6% to cover both overhead and profit. For deductive changes the cost are net, regardless of Bidder or Subcontractor performing the Work.

The overhead and profit charges referred to above constitute full reimbursement for all costs of supervision, engineering, field and main office expense, small tools, bond, non-OCIP insurance and incidental job burdens.

Method 2 - Cost-Plus Fee Adjustment. Where the change in the Work involves items in whole or in part for which a unit price determination cannot be made under Method 1, and where the parties are unable to determine and agree upon an equitable lump sum adjustment of the Contract Price for the items, a proceed order shall be issued, and Bidder shall proceed with the Work in question on a cost-plus fee basis. Cost means Bidder's actual cost of labor, material, equipment, insurance, premium on bond, and applicable taxes, as approved by the Board. Bidder may add overhead and profit as defined under Method 1 above.

Upon completion of the change and determination of its cost-plus fee price, a Change Order shall be issued establishing the adjustment of the Contract Price.

Bidder's agreement to a Change Order constitutes a waiver and release by Bidder and its Subcontractors and suppliers for any claim for delay, cumulative impact, cost of extended general conditions, and any other indirect cost associated with the changes.

PAYMENT PROCEDURES

The Board has established those certain payment procedures and instructions for submitting requests for payment (APayment Procedures@) which shall be distributed to Bidder at such time as Bidder is awarded this Project. The Payment Procedures are strictly procedural in nature and not substantive, and they may be modified from time to time, with reasonable notice to Bidder, at the convenience of the Board. The Board reserves the right to designate an outside firm to act as a payment manager, in which case procedures for payment shall be established by such payment manager.

With respect to this Project, no payments are authorized or shall be made for stored material. Payments shall be made only for material incorporated into the Work.

If Bidder has complied with the requirements, Architect shall issue Bidder a certificate for the amount as Architect determines to be properly due as agreed upon during the payment review meeting, during the preceding payment period. The amount of each partial payment is the total sum of completed Work less prior partial payments, retainage and payments withheld.

Retainage of 10% of the total amount earned shall be withheld from partial payments to Bidder. The retainage shall be released upon Final Acceptance of the Work.

No certificate issued nor payment to Bidder, nor partial or entire use of the Work or occupancy of the School by the Board or the User is an acceptance of any Work or materials not in accordance with this Contract.

Architect's certificates for payment are for the benefit of the Board and shall not be relied upon by any other party (including any surety or Subcontractor of Bidder) in any action against the Board, Architect or anyone acting on behalf of either of them.

Architect, Program Manager and Construction Manager may recommend that the Board withhold or nullify the whole or a part of any application for payment or any certificate for payment to the extent as may be necessary to protect the Board from loss because of: (i) defective Work not remedied; (ii) claims filed or reasonable evidence indicating probable filing of claims; (iii) failure of Bidder to properly pay Subcontractors or for material, services, or labor; (iv) a reasonable doubt that this Contract can be completed for the balance then unpaid; (v) damage to the Work or property of the Board, the User or another contractor; (vi) erroneous estimates by Bidder of the value of the Work performed; (vii) delinquent reports not remedied, including ,but not limited to, monthly MBE/WBE utilization reports and certified payroll; (viii) unauthorized deviations by Bidder from this Contract; and (ix) liquidated damages, if any. When the foregoing ground or grounds are removed, payments shall be made for amounts so withheld.

LIENS

Whenever the Board receives notice in writing of a lien or claim of money due to any Subcontractor, worker, or employee of Bidder for work performed or for materials or equipment furnished and used in or about the Work, the Board shall advise Bidder in writing and Bidder shall have 10 business days in which to discharge, or (if permitted by law) bond over the lien or claim, or, if Bidder contests the claim, to notify the Board in writing to that effect, along with a statement of the reasons for contesting it. In any event, the Board shall comply with the requirements of the law with respect to withholding Bidder's funds pursuant to lien notices and reserves all of its rights in connection with such claims of lien.

If the Board is made a party to any action in connection with a claim or claim of lien, including claims for extras, Bidder shall , upon tender by the Board, defend and hold the Board harmless against the claim, and any costs, damages, and expenses, including, without limitation, attorneys' fees and court costs, in connection with it.

If Bidder fails to timely discharge, bond over (if permitted by law), or notify the Board that it contests the claim of lien, the Board reserves the right at its option to direct that the amount of the claim be paid directly to the claimant and deducted from the amount due to Bidder under this Contract, without liability for wrongful withholding from or for nonpayment to Bidder. This provision is solely for the benefit of the Board, and does not require the Board to determine or adjust any claims or disputes between Bidder and its Subcontractors, workers, or employees, or to withhold any money for their protection, unless the Board elects to do so. This provision does not confer any rights for the benefit of Subcontractors, workers or employees, nor does it enlarge or alter the application or effect of existing lien laws.

ACCEPTANCE OF THE WORK

Preliminary Acceptance. Preliminary Acceptance of the Work shall be made after preliminary inspection by Architect when, in the opinion of Architect and Construction Manager, the requirements of this Contract have been essentially completed, except for Punch List Work (including any cleaning or trash or debris disposal required under this Contract).

The Punch List. Time is of the essence in closing out the Work of this Project. Bidder shall begin Punch List Work immediately after receipt of the Punch List. Failure of Bidder or its Subcontractors to begin the Punch List Work within 3 business days after receipt of the Punch List shall be considered a failure to prosecute the Work of this Contract. Bidder shall continuously prosecute Punch List Work once begun and complete it within 30 days from the receipt of the Punch List from Architect.

Final Acceptance. Bidder shall notify the Board, Architect and Construction Manager that the Work is ready for final inspection on a definite date by which time all requirements of this Contract shall have been completed. The notice shall be given at least 5 days before the date stated for final inspection. If the Board, Architect and Construction Manager determine that the status of the Work is as represented, they shall make the arrangements necessary to have final inspection begun on the date stated in the notice, or as nearly after it as is practicable. If all requirements of this Contract have been completed at the time of final inspection by the Board and Architect, the Work shall be finally accepted and final certificate shall be issued by Architect. Upon Final Acceptance, the Board may take over the Project for its use.

Non-Conforming Work. No action of the Board, Program Manager, Architect, or Construction Manager, or their respective board members, officers, employees, or agents shall be considered as accepting Work done or material furnished in the performance of this Contract that are not in accordance with those specified and required by this Contract. The payment of the final certificate in no way affects the rights of the Board against Bidder (and the surety or sureties on the Performance and Payment Bond given by Bidder) to enforce the complete performance of this Contract or to sue for the recovery of damages for failure to do so, nor does it affect the terms of Bidder's guarantee in connection with this Contract.

INSPECTION OF WORK

The Board, Architect, Program Manager, and Construction Manager are entitled at all times to have access to the Work wherever it is in process. Bidder shall provide proper and safe facilities for access and inspection.

If the Specifications, Architect's instructions, laws, ordinances or any public authority require any Work to be specifically tested or approved, Bidder shall give Architect, Program Manager, and Construction Manager not less than 3 business days written notice of the Work's readiness for inspection. If the inspection is made by an authority other than Architect, Bidder shall inform Architect, Program Manager, and Construction Manager of the date fixed for the inspection. Required certificates of inspection shall be secured by Bidder. Inspections by Architect shall be promptly made, and where practicable, at the source of supply. When the tests and inspections indicate noncompliance of the Work with requirements of this Contract, and Architect's services are required for additional reviews or inspections of the Work, the Contract Price may be decreased by a Change Order in the amount of Architect's invoice approved by the Board as compensation for Architect's additional services.

Any Work covered up without approval or consent of Architect shall be uncovered for examination, if required by Architect, and shall be replaced and/or re-covered all at Bidder's expense. Examination of Work previously covered up with the approval or consent of Architect may be ordered by Architect to be uncovered, and if so ordered, the Work shall be uncovered by Bidder. If the Work is found to be in accordance with this Contract, the Board shall reimburse Bidder for the uncovering and re-covering. The reimbursement shall be for actual costs incurred plus the percentages allowed by this Contract. If the Work is found to be not in accordance with this Contract, Bidder shall pay all costs of uncovering, replacement and re-covering.

Bidder shall place its field engineering force at Architect's disposal for field checking during any inspection period. When layouts of the Work are to be made, Bidder shall notify Architect in sufficient time so that Architect may be present.

Neither the presence nor the absence of Architect at the School relieves Bidder from responsibility for compliance with the provisions of this Contract, nor from responsibility for the removal and replacement of Work not in accordance with them.

Architect is not authorized to make any changes or modifications in this Contract, to direct additional work not required by them, nor to waive the performance by Bidder of any requirements of this Contract except as provided herein.

USE OF COMPLETED PORTIONS OF THE WORK

After Preliminary Acceptance of the Work in any space or spaces in this Project, the Board has the right to use and occupy the space or spaces in advance of completion and Final Acceptance, but the Board's occupancy and use of the spaces shall not unduly interfere with Bidder's operations nor delay completion of the Work. Occupancy and use of any space or spaces in the building by the Board or User shall not constitute Preliminary Acceptance in the absence of written notification of Preliminary Acceptance of the affected portion of the work from Architect.

The Board's occupancy or use of the space or spaces in this Project does not constitute the Board's acceptance of any Work, materials or equipment that are not in accordance with the requirements of this Contract, nor relieve Bidder from its obligations or responsibilities under this Contract.

In any case, when the Board takes over space for occupancy or use, the Board shall give Bidder notice in writing of taking over the space or spaces involved.

TRASH AND DEBRIS

Bidder shall conduct and complete the Work in a neat, clean, and workmanlike manner. Bidder shall at its own expense, furnish dumpsters for regular and frequent collection of construction debris, trash, and other refuse that accumulates at the School and cause its frequent removal and lawful disposal. Bidder shall police the work site and adjacent areas regularly and frequently, removing and disposing of construction debris, trash, and refuse promptly. At the completion of the Work, Bidder shall cause the Work areas to be cleaned of all construction debris, trash, and refuse and left in broom-clean condition, all equipment and furnishings to be left clean and free of construction-related dirt, grime, splatters, and dust and the whole left in ready-to-use condition for the Users.

CORRECTION OF WORK BEFORE FINAL PAYMENT

Bidder shall promptly remove from the School all materials and equipment, whether incorporated in the Work or not, rejected by Architect or Construction Manager as failing to conform to this Contract. Bidder shall promptly replace and re-execute the Work in accordance with this Contract and without expense to the Board and shall bear the expense of making good all work of other contractors destroyed or damaged by the removal or replacement.

If Bidder does not remove the rejected Work, materials and equipment within a reasonable time, determined by written notice of Construction Manager, the Board, may, at the expense of Bidder, remove and dispose of as the Board sees fit. If Bidder does not pay the cost and expenses of the removal within 10 days after that, the Board may deduct all such costs and expenses from any monies due Bidder.

If the Work deviates from the requirements of this Contract, Bidder shall be liable for all resulting damages. Bidder waives any claim (as a defense or a claim to reduce Bidder's liability) that performing the Work without deviation from what is required by this Contract would also have caused or resulted in damages. This provision does not limit the other rights of the Board or Architect or other obligations of Bidder.

When Architect's additional services are required because of defective Work, neglect, failure, deficiencies, or default by Bidder, Architect's compensation for the services may be payable by Bidder based on Architect's invoice sent to the Board. Deficiencies are defined to include, but not limited to, more than 2 reviews of the same submittal of shop drawings and associated data due to incomplete, uncoordinated or otherwise defective submissions. The invoice, when approved by the Board, along with other costs, damages, and liabilities incurred by the Board and Architect, at the option of the Board, may be the basis for decreasing the Contract Price by a Change Order to compensate the Board for Architect's additional services.

CORRECTION OF WORK AFTER FINAL PAYMENT

The final certificate, final payment, or any provision in this Contract does not relieve Bidder of responsibility for faulty materials, equipment or workmanship. Unless otherwise specified, Bidder shall remedy any defects due to faulty materials, equipment or workmanship and pay for any damage to other Work resulting from it that appear within the guarantee period. The Board shall give written notice of the defects with reasonable promptness after they are discovered. All questions arising under this Section are decided by Architect.

LIQUIDATED DAMAGES; OFFSETS

All liquidated damages that accrue under this Contract , including those that may apply for late completion of Work, for failing to meet the MBE/WBE bid goals, and for failing to meet Chicago Residency requirements of this Contract, shall be deducted before final payment is made for the Work.

All chargebacks to Bidder, refunds from Bidder, and other offsets against any amounts due Bidder permitted or required under this Contract may be taken at any time from amounts due to Bidder under this Contract once the Board has determined the amount of the chargeback, refund, or offset to be made.

ASSIGNMENT

Bidder shall not assign this Contract or sublet it in whole or in part without the written consent of the Board, nor shall Bidder assign any moneys due or to become due to it under this Contract without the previous consent of the Board.

Any assignment of monies due under this Contract made without the consent of the Board is void, and the assignee in that case acquires no rights against the Board.

BIDDER=S RIGHT TO STOP WORK OR TERMINATE CONTRACT

If the Work is stopped under an order of any court or other public authority for a period of 180 days through no act or fault of Bidder or of anyone employed by Bidder, then Bidder may, upon 7 days written notice to the Board, stop Work on this Project and terminate this Contract.

DEFAULT AND TERMINATION

Events of Default. It is a default under this Contract if Bidder:

becomes insolvent or bankrupt; or makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of insolvency;

fails to begin the Work on this Project at the time specified;

fails to perform in accordance with this Contract, if not cured within any applicable cure period;

fails to perform the Work on this Project with sufficient workers, equipment or materials to ensure the completion of the Work or any part of the Work within the time specified by this Contract;

persistently or repeatedly refuses or fails to supply an adequate number of skilled workers or supply of proper materials;

discontinues prosecution of Work on this Project;

fails to remove materials, or repair, or replace Work on this Project that was rejected as defective or unsuitable, if not cured within any applicable time period;

fails to make prompt payment to Subcontractors or for material or labor on this Project;

fails to prosecute the Work on this Project in a manner acceptable to the Board, if not cured within any applicable cure period;

persistently disregards laws, ordinances or instructions of the Board, Program Manager, Architect or Construction Manager;

fails to complete Punch List items or close-out documents; or

is otherwise guilty of a material breach of any provision of this Contract.

Remedies. In the event of a default by Bidder, the Board may, without prejudice to any other right or remedy and after giving Bidder (and the surety or sureties on the Performance Bond given by Bidder) 7 days written notice, terminate this Contract. The Board shall then have the right to take possession of all materials, tools and appliances at the School and deem Bidder non-responsible for future contracts to be awarded by the Board, and finish the Work on this Project by whatever method the Board considers expedient. Bidder shall not be entitled to receive any further payment. If the expense of finishing the Work on this Project, including compensation for additional managerial and administrative services, exceeds the unpaid balance of the Contract Price, Bidder (and the surety or sureties on the performance bond) are liable for and shall pay the amount of the excess to the Board. Construction Manager shall be responsible for certifying the expense incurred by the Board as provided in this Section and the damage incurred through Bidder's default.

Termination For Convenience. The Board reserves the right, for its convenience, to terminate this Contract by written notice stating the effective date of the termination. In that case, Bidder and its Subcontractors shall (except for services necessary for the orderly termination of the Work):

stop all Work on this Contract ;

place no further orders or subcontracts for materials, services, equipment for this Contract;

assign to the Board (in the manner and to the extent directed) all of the rights of the subcontracts relating to the Work on this Contract;

take any action necessary to protect property of the Board and property in Bidder's possession in which the Board has, or may acquire, an interest; and,

take any other action toward termination of the Work on this Contract that the Board may direct. After that, the Board shall pay Bidder, subject to the limitations set forth herein, the portion of the Contract Price for the Work actually performed (including materials delivered to the School). No payments shall be made for Work not actually performed, and no payment shall be made or due for lost profits for portions of the Work not actually performed.

Suspending the Work. The Board reserves the right to suspend the Work on this Project wholly or in part by written stop order for the period as is necessary for the protection of the Board's interest. The stop order remains in effect until released in writing. The Board does not assume any liability for damages or loss of anticipated profits resulting from the stoppage of Work, but it may grant Bidder an extension of time commensurate with the period of actual delay in completion of Work, if the stop order was not necessitated by the acts, failure to act or negligence of Bidder. Bidder shall take all means and precautions as may be required to properly protect the finished and partially finished Work during the period or periods of the stop order.

NOTICES

All notices required to be given under this Contract shall be either hand-delivered, by courier, or sent by United States mail, postage prepaid, or sent by facsimile (with evidence thereof), to the addresses and facsimile numbers as follows:

If to the Board: Board of Education of the City of Chicago
125 South Clark Street
16th Floor
Chicago, Illinois 60603
Attn: Timothy Martin, Chief Operating Officer
Fax: (773) 553-2901

Copy to: Marilyn F. Johnson, General Counsel
Fax: (773) 553-1701

If to Bidder: [To the name and address appearing on the Bid Execution Page.]

Notices are considered to be given on the date of delivery, if delivered by hand or courier or facsimile, and on the second business day after mailing, if given by mail. The Board or Bidder may, from time to time, change the address(s) and facsimile number to which notices are to be given by notifying the other party in writing.

MISCELLANEOUS PROVISIONS

Debarment Policy. Bidder acknowledges that in performing Work for the Board, Bidder shall not utilize any firms that have been debarred from doing business with the Board under the Board's Debarment Policy and Procedures, 96-0522-PO2. If Bidder has engaged any firm to work on this Project that is later debarred, Bidder shall sever its relationship with that firm with respect to Board work.

Recycling/Blue Bag Program/Energy Conservation. Bidder shall give preference to the use of recycled products in the performance of any Work in accordance with applicable Environmental Protection Agency guidelines as promulgated in 40 CFR Parts 247-254. Bidder shall to the extent feasible, cooperate with the City of Chicago Blue Bag program and shall comply with any applicable requirements of City ordinances. In addition, Bidder shall comply with any applicable mandatory standards and policies relating to energy efficiency under the State of Illinois Energy Conservation Plan issued in compliance with the energy Policy and Conservation Act, 42 U.S.C. Section 6321 et seq.

Governing Law. Illinois law governs this Contract, its interpretation, and the Work performed pursuant to this Contract. Bidder submits itself irrevocably to the jurisdiction of the courts located in Cook County, Illinois, and if Bidder chooses to bring any action against the Board, it shall do so only in those courts.

Inspector General. Under the provisions of 105 ILCS 5/34-13.1, the Inspector General of the Chicago Board of Education has the authority to conduct certain investigations. Bidder shall give the Inspector General access to all information and personnel necessary to conduct its investigations.

Conflicts of Interest. This Contract is not legally binding on the Board if entered into in violation of the provisions of 105 ILCS 5/34-21.3, which restricts the employment of, or the letting of contracts to, former Board members during the one year period following expiration or other termination of their terms of office.

Indebtedness. Bidder shall comply with the Board's Indebtedness Policy No. 95-0726-EX3, adopted July 26, 1995, and as may be amended from to time. The Board reserves the right to set off against any compensation or other amount that is due under this Contract an amount equal to the sum of (i) any amounts Bidder may owe to the Board, the State of Illinois Student Assistance commission, the City of Chicago, or the County of Cook for which the period granted for payment has expired, and (ii) the amount of fines and penalties for each parking ticket, notice of parking violation, or parking violation complaint on which no payment has been made or appearance filed in the Circuit court of Cook County within the time specified on the complaint. The Board may decline to set off the amount owed as provided above if the Chief Purchasing Officer determines that Bidder: (i) has entered into an agreement with the Board or other entity for the payment of all amounts owed and is in compliance with the agreement; (ii) is contesting liability for or the amount owing in a pending administrative or judicial proceeding; or (iii) has filed a petition in bankruptcy and the amounts owed are dischargeable in bankruptcy.

Non-Appropriation. Expenditures not appropriated in the current fiscal year budget are deemed to be contingent liabilities only and are subject to appropriation in later fiscal year budgets. If sufficient funds are not appropriated in any fiscal year for performance under this Contract, the Board shall notify Bidder and this Contract shall terminate on the last day of the fiscal period for which funds were appropriated or when appropriated funds are exhausted, whichever occurs first. In no event is the Board be liable to Bidder for any amount in excess of the current appropriated amount.

Audit, Inspection, and Retention of Documents. Bidder and its Subcontractors shall furnish the Board with such information as the Board requests regarding the progress, execution, and costs of Work. Bidder and its Subcontractors shall maintain records on this Project showing payroll details, actual time spent on this Project, utilization of Subcontractors, costs incurred and Work performed, for 5 years after Bidder receives its final payment in connection with this Project. Bidder and its Subcontractors shall permit authorized representatives of the Board to inspect, copy, and audit all data and records for the Work. All agreements with Subcontractors of Bidder shall provide for a similar right of audit, copying, and inspection by the Board's authorized representatives. No provision in this Contract granting the Board a right of access to records and documents is intended to impair, limit, or affect any right of access to such records and documents that the Board would have had in the absence of such provisions.

Favored Nation. With respect to any services or Work that is not bid, or any portion of bid Work that is not bid, such as but not limited to negotiated Change Orders, Bidder shall furnish the Work to the Board at the lowest price that Bidder charges to other similarly situated parties for comparable work. If Bidder overcharges, in addition to all other remedies, the Board is entitled to a refund in the amount of the overcharge, plus interest at the rate of 1% per month on the amount of the overcharge from the date the overcharge was paid by the Board until the date refund is made. The Board has the right to offset any overcharge against any amounts due to Bidder under this or any other contract between Bidder and the Board, and at the Board's sole option the right to declare Bidder in default under this Contract.

Confidentiality. Bidder shall abide by the confidentiality provisions below and shall cause its subcontractors to undertake the same obligations of confidentiality. These provisions regarding confidentiality shall survive expiration or other termination of this Contract.

Confidential Information. All reports, plans, specifications, information, or data prepared or assembled by Bidder and its subcontractors under this Contract are confidential. In addition, the Board may disclose certain confidential information to Bidder or Bidder may have access to certain confidential information that is not generally known to others, such as trade secrets, or is required to be kept confidential by law, such as confidential student information.

Non-Disclosure. Bidder shall not make any confidential records or information available, nor use or disclose any such confidential information, to any third party without the prior written approval of the Board or except as directed by the Board. Bidder shall not issue publicity news releases or grant press interviews, or, except as may be required by law during or after the performance of this Contract, disseminate any information regarding this Contract or the Work Bidder performs on this Project without the prior written consent of the Board.

Subpoenas. If Bidder is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any records, data, or other documents that may be in Bidder's possession by reason of this Contract, Bidder shall immediately give notice to the Board and its General Counsel with the understanding that the Board shall have the opportunity to contest the process by any means available to it before the records or documents are submitted to a court or other third party. Bidder, however, shall not be obligated to withhold the delivery beyond the time that may be ordered by the court or administrative agency, unless the subpoena or request is quashed or the time to produce is otherwise extended.

Joint and Several Liability. If Bidder, including its successors or assigns, if any, is comprised of more than one person or a combination of legal entities, then every obligation or undertaking that Bidder is required to fulfill or perform is the joint and several obligation or undertaking of each such person or legal entity.