RFP No. 4463_North Central Service Corridor_FINAL
175 W. Jackson Blvd,
Suite 1650
Chicago, IL 60604
312-913-3200
rtachicago.org
REGIONAL TRANSPORTATION AUTHORITY (“RTA”)
REQUEST FOR PROPOSAL (“RFP”) REQUISITION NO. 4463 (2018)
for
NORTH CENTRAL SERVICE CORRIDOR ANALYSIS AND IMPLEMENTATION PLAN
Required for use by
CAPITAL PROGRAMMING AND PLANNING DEPARTMENT
PROPOSALS WILL NOT BE ACCEPTED AFTER THE DUE DATE AND TIME
Confidentiality and Non-Disclosure: Firms requiring assistance shall contact Annisha Whittaker,
Procurement Specialist, at (312) 913-3225. Firms, including all team sub-consultants, who contact any
RTA personnel, either verbally or in writing, directly or indirectly, concerning this solicitation package,
are in violation of the procedures for this procurement and any submitted proposals may be
disqualified.
Proposals may be subject to disclosure under the Freedom of Information Act, 5 ILCS 140/1 et seq.
Proprietary information will be protected to the full extent of the RTA’s ability, provided that the
owner of the information clearly identifies those portions of the proposal containing proprietary
information.
This selection process is unique to the Scope of Work described herein and notwithstanding any other
proposal, qualification or bid requests provided by the Regional Transportation Authority. Proposers
must comply with the requirements as defined in this RFP.
www.rtachicago.org
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 2
TABLE OF CONTENTS
I. INTRODUCTION ...................................................................................................................... 4
II. BACKGROUND ........................................................................................................................ 4
III. INTENT AND PURPOSE ........................................................................................................... 5
IV. SCOPE OF SERVICES ............................................................................................................... 6
V. GENERAL INSTRUCTIONS ..................................................................................................... 11
VI. PROPOSAL REQUIREMENTS ................................................................................................. 14
VII. EVALUATION PROCESS AND CRITERIA ................................................................................. 17
LIST OF ATTACHMENTS
ATTACHMENT A - STUDY AREA MAP
LIST OF APPENDICES
APPENDIX A - SAMPLE AGREEMENT - DO NOT EXECUTE
APPENDIX B - EEO REQUIREMENTS
APPENDIX C - DISADVANTAGED BUSINESS ENTERPRISE
APPENDIX D - INSURANCE REQUIREMENTS
APPENDIX E - PROTEST PROCEDURES
APPENDIX F - NON-COLLUSION AFFIDAVIT
APPENDIX G - VENDOR/CONTRACTOR CERTIFICATION
APPENDIX H - RTA CERTIFICATIONS AND ASSURANCES
APPENDIX I - VENDOR REFERENCE FORM
APPENDIX J - PRICE PROPOSAL
APPENDIX K - TABLE OF EXCEPTIONS
APPENDIX L - LOBBYING RESTRICTIONS
APPENDIX M - FTA FISCAL YEAR CERTIFICATIONS AND ASSURANCES
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 3
KEY INFORMATION
1. RESPONDENT CONTACT WITH THE RTA
The Manager of Procurement and Contracting, has identified below the sole point of
contact regarding this RFP from the date of issuance until selection of the successful
proposer(s):
Annisha Whittaker, Procurement Specialist
Regional Transportation Authority
Procurement and Contracts
175 W. Jackson Blvd, Suite 1650
Chicago, Illinois 60604
Phone: (312) 913-3225
E-mail: whittakera@rtachicago.org
2. SUBMISSION DEADLINE AND PROCUREMENT TIMETABLE
The following dates are set forth for informational and planning purposes; however, the
RTA reserves the right to change the dates.
Date of Issuance ............................................................................ April 30, 2018
Pre-Proposal Conference ........................................ May 11, 2018 at 10AM, CST
RTA encourages all interested firms to attend the Pre-Proposal Conference.
Questions Due Date and Time................................. May 14, 2018 at 10AM, CST
Proposal Due Date and Time ................................... May 31, 2018 at 11AM, CST
Oral Presentation (if applicable)......................................Week of June 11, 2018
3. QUESTIONS
All questions must be submitted through the RTA Procurement Portal
(https://rtachicago.procureware.com/) no later than Monday, May 14, 2018 at 10AM,
CST.
Respondents shall only communicate with the Manager, Procurement and Contracting
regarding this RFP and the proposal submitted under it. Responses to questions will be
provided to all Respondents, in the form of an Addendum to the RFP if the RTA
determines that it is in its best interest. Any questions received after the above -
mentioned due date and time will likely be unanswered. The RTA reserves the right, at
its sole discretion, to respond to such questions.
4. SUBMISSION INFORMATION
The RTA invites Respondents to submit an electronic proposal for the above described
Requisition. Respondents shall upload all documents via the RTA Procurement Portal at:
https://rtachicago.procureware.com/. Respondent shall bear all costs of responding to
this solicitation.
PROPOSALS WILL NOT BE ACCEPTED AFTER THE DUE DATE AND TIME
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 4
I. INTRODUCTION
The Illinois State Legislature created the Regional Transportation Authority (“RTA”) in 1974 to
provide public transportation in the six-county area surrounding Chicago in northeastern
Illinois. These counties are Cook, DuPage, Kane, Lake, McHenry and Will, covering
approximately 3,700 square miles and serving approximately eight million residents.
In 1983, the RTA Act was amended with substantial changes made to the RTA's organization,
funding and operations. The amended Act created three "service boards" known as the Chicago
Transit Authority (CTA), Metra commuter rail, and Pace suburban bus, including paratransit.
The RTA's primary responsibilities are now financial and budget oversight of CTA, Metra, and
Pace, and regional transit planning issues.
The RTA's mission is to ensure a fiscally sound, comprehensive and coordinated transit system
in northeastern Illinois. It is governed by a sixteen -member Board of Directors which employs
an Executive Director to administer and manage the organization.
The RTA region encompasses a complex transit network of bus routes, urban and commuter rail
lines, vanpools and paratransit service covering a six-county region in Northeastern Illinois.
The RTA plays a vital role in financing the region’s public tran sit system. The agency is
responsible for overseeing the region’s operating budget and capital program including
developing revenue estimates and forecasts of regional sales tax receipts, issuing bonds to
provide funding for capital investments and approving and monitoring the annual budgets of
each of the Service Boards (CTA, Metra and Pace). The RTA is also responsible for approving and
monitoring the two and five year capital programs of each of the Service Boards, as well as
conducting regular oversight audits to verify the Service Board’s financial information, evaluate
compliance with statutes and regulations, develop assessments of program effectiveness and
efficiency, and provide recommendations for improvements.
Additional information can be obtained at www.rtachicago.org.
II. BACKGROUND
Metra’s North Central Service (NCS) extends from Chicago Union Station (CUS) in downtown
Chicago to Antioch. In addition to CUS, it provides service to 17 stations on its 53 -mile route
and has an average weekday ridership of 5,800, which ranks 10th of Metra’s 11 rail lines. The
Canadian National (CN) freight railroad owns 40 of the 53 total route miles on the NCS,
specifically, the segment north of the junction with the Milwaukee District West (MD -W). Metra
invested heavily to expand CN corridor capacity, initially to introduce commuter service and
later to expand the commuter service, while each municipality also invested in the
development and expansion of station facilities.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 5
The NCS began operations in August of 1996 as the first new commuter rail line in Northeast
Illinois in 70 years. Service on the line began with eight trains each weekday, but was quickly
expanded to 10 weekday trains in December 1996. In January 2006, Metra increased service on
the line to 20 weekday trains and opened four new stations at Belmont Avenue/Franklin Park,
Schiller Park, Rosemont and Washington Street/Grayslake. This effort to enhance the line also
included a commuter parking expansion for several stations and track improvements to allow
NCS trains to run express over the segment shared by the NCS and MD -W. In December 2006,
Metra added two additional trips to introduce express trains to the line, resulting in 22 total
weekday trains. Despite the improvements implemented in this project, the NCS has never had
weekend service and off-peak and reverse-peak service remains sparse. Although this project
resulted in a notable ridership increase, NCS service remains significantly lower than nearby
Metra lines, such as the Milwaukee District North (MD-N), which has 60 weekday trains.
Although stakeholder communities have expressed interest in increasing service, Metra
approved a 2018 operating budget of $797.2 million that included fare increases and, for the
first time, cuts in service in order to close a $45 million budget deficit caused by rising expenses,
a reduction in state aid and disappointing sales tax revenues. Metra also proposed a 2018
capital budget that totals $196.8 million from its available funding sources – only one-sixth of
its estimated annual need. As a result, service on the NCS was affected by the schedule changes
implemented, with two inbound A.M. rush hour trains combined and two outbound P.M. rush
hour trains combined, reducing the overall weekday trains to 20. Furthermore, this has led local
stakeholders to pursue potential partnerships and innovative funding strategies to explore the
possibilities for improving NCS service. The RTA, through its Community Planning Program, will
support the community stakeholders’ efforts by bringing together a multi-jurisdictional group
of stakeholders to develop a collaborative study that will provide valuable information and
implementation strategies for pursuing transit improvements in this area of the region .
III. INTENT AND PURPOSE
The RTA is seeking consultant services for a community planning study in the North Central
Service (NCS) Corridor. This project will explore ideas and options to increase service on the
NCS, as well as potential funding mechanisms and implementation stra tegies. Considering
Metra’s current financial circumstances, communities along the NCS who support more
frequent Metra service find it necessary to pursue an alternative approach by creating
partnerships between local governments and other funding agencies to pursue the resources
needed for improved service through innovative funding and implementation strategies.
With its proximity to O’Hare airport and job markets in the north and northwest suburbs, more
frequent service on the NCS would benefit both the communities along the corridor and the
region, at large. As the communities along the NCS line grow, Metra service will also play an
increasing critical role in their economic development success by supporting transit -oriented
development (TOD) and improving mobility for the residents living along the corridor.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 6
This project will accomplish two (2) major goals toward improving NCS service: (1) study the
line to identify the major investments needed to accommodate more service and provide a
coordinated vision for the future for the stakeholder group that will champion this effort ; and
(2) It will analyze a variety of funding mechanisms (including non-traditional strategies that are
not widely adopted), provide parameters for legal authority to implement the plan, recommend
consensus building strategies, and outline implementation tasks. Given the scale and
unconventional nature of this project, a broad and dynamic approach is necessary for success.
As project sponsor, the Village of Mundelein will work closely with Lake County Transportation
Alliance to provide input and guidance during the process. As an advocacy group organized
around implementing transportation improvements and reducing congestion at the county
level, the Lake County Transportation Alliance has significant experience coordinating projects
with multi-jurisdictional stakeholders. The project sponsor will work in partnership with a
Steering Committee to inform the consultant team’s work, review deliverables, and meet
throughout the course of the project to discuss progress, deliverables and the project’s overall
direction. The Steering Committee will consist of representatives from local governments with
NCS stations, Lake County Transportation Alliance, Lake County and Cook County governments
and transportation departments, Metra, Pace, Canadian National (CN) and RTA. Due to the
large study area, there are a number of potential stakeholders that may wish to be involved in
this project, such as municipalities on the corridor without a station and major employers in the
area. Therefore, steps will be taken to ensure that these additional stakeholders have
opportunities to offer their feedback on the project, such as forming a sub -committee,
distributing a survey, or other means to be decided by the Steering Committee and consultant
team.
The consultant team will hold at least four (4) meetings with the Steering Committee
throughout the project for the kickoff and review key deliverables such as the existing
conditions report, draft recommendations and implementation strategies and the final report.
All major deliverables will be provided to the Steering Committee for review, at least two weeks
prior to Steering Committee meetings.
IV. SCOPE OF SERVICES
The study area (reference Attachment A – Study Area Map) will include the entire NCS rail
corridor between Antioch Station and CUS that consists of two (2) distinct sections with unique
characteristics: the segment of the corridor between Antioch and the B-12 junction, which CN
owns, and the segment between the B-12 junction and CUS, which Metra owns. In addition to
right-of-way ownership, these segments are also distinct in terms of operations and
infrastructure. Due to the station locations and existing conditions, the CN -owned segment will
be the primary focus of the study; however, the Metra-owned segment will also be considered
in the study.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 7
The following tasks outline the general approach the consultant team should take to prepare
the plan. Proposals should expand on the approach for each of the tasks:
Task 1: Project Initiation and Steering Committee Kick-Off Meeting
The consultant team will first coordinate with the Village of Mundelein, the Lake County
Transportation Alliance and the RTA to establish a project timeline, project managemen t plan,
and plan the kick-off meeting. The consultant team will then assemble a contact list for the
Steering Committee members and distribute invitations. The kick-off meeting will be an
opportunity to present the project scope of work, discuss the role of the Steering Committee,
discuss public engagement, review the project timeline and discuss data collection needs.
Deliverables: project management plan, project timeline, steering committee contact list, kick -
off meeting agenda.
Task 2: Research and Analyze Existing Conditions
Task 2 will address two (2) key areas of study: the current characteristics of the overall railroad
infrastructure and NCS service and ridership. This task will require close coordination with
Metra and CN as infrastructure and freight operations data are largely unavailable to the public.
The consultant team will perform a thorough study of the NCS rail corridor with a focus on the
relationship between the existing conditions and the capacity and mechanisms to add service.
The existing conditions report will address corridor elements such as capacity, current freight
and passenger train volumes, vital infrastructure points (e.g. junctions, bridges and signal
towers), infrastructure condition (state of repair), right-of-way ownership, and current funding
sources for operations and capital projects. Much of the existing conditions information and
data is already available from Metra and the RTA.
The report will also include data on Metra service and ridership, as well as projected population
growth and population demographics along the corridor, as a basis for analyzing the potential
ridership benefits of increased service. This aspect of Task 2 will be a broad -level analysis,
rather than a detailed ridership projection, as the focu s of the study is operational
improvements.
Additionally, the consultant team will gather qualitative data such as any operational
agreements that apply to the railroad, as well as any relevant plans, policies and capital
improvement projects related to Metra, CN or any other corridor stakeholders. The study will
also consider the additional contractual constraints of operating additional service: Metra
cannot add trains into CUS without Amtrak’s approval and Canadian Pacific (CP) has input into
off-peak trains added to the Milwaukee District West Line. The consultant team will also engage
with leadership staff at both Metra and CN to identify their priorities for future operations on
the corridor.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 8
Deliverables: the consultant team provides a draft existing conditions report to the Steering
Committee for review and comment. The document will be in draft format throughout the
duration of the study and will summarize the data described above and will be presented with a
heavy emphasis on graphics such as annotated maps, charts and photos.
Task 3: Public Outreach
Public outreach efforts will focus on residents of communities with NCS stations and other key
stakeholders not included on the Steering Committee. Due to the number of potential
stakeholders for this project, a sub-committee or other outlet should be included for interested
parties who are not on the Steering Committee, but have a stake in the project such as nearby
municipalities without stations, major employers, and community groups . Online resources and
possibly a special meeting could be provided to offer the sub-committee a forum to interact
and provide input on the study. Public outreach to residents could take place in the form of a
survey to gauge public interest in enhanced NCS service and identify resident transit needs.
Communities with stations on the corridor will assist in survey distribution with the consultant
team providing standardized outreach materials and timeframe guidance. Major employers
located near the corridor may also be engaged to consider employee transit demand. Due to
the large scale of the study area, public outreach efforts should be designed to reach a broad
audience in a cost-efficient manner.
Deliverables: A detailed public engagement plan outlining the strategies mentioned above and
identifying when in the process the public meetings will be held; a project website that is
regularly updated.
Task 4: Strategic Investments Report
The consultant team develops a document cataloging strategic investments and cost sha ring
opportunities that are necessary for increasing passenger service capacity on the NCS, which
may include major infrastructure projects, land acquisition, operations costs, or other relevant
investments. Due to the lack of engineering plans for many of the projects that will be
considered, this document is intended to provide an overview-level of information with rough
estimates for cost and other key details such as challenges to implementation and potential
funding sources. Projects will also be prioritized based on their importance to preparing the
corridor for more passenger service and their ability to facilitate sustainable solutions over
time. Much of the information required to complete Task 4 will be available in Metra’s System-
wide Cost Benefit Analysis, which is expected to be complete in early 2018. This study examines
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 9
potential systematic improvements to each of Metra’s 11 existing rail lines and evaluates
potential major infrastructure improvements on the NCS.
Furthermore, Task 4 will identify any contractual agreements, involving Metra, CP and Amtrak,
that may be required to increase NCS service, as well as any challenges they may pose to
implementation.
Deliverables: a draft version of the Strategic Investments Report as defined in Task 4 will be
presented to the Steering Committee for review and finalized based on feedback.
Task 5: Implementation Plan
The Implementation Plan provides a framework for pursuing funding sources in addition to the
current transit funding structure that can support NCS service enhancements; it will address
four key elements:
Formation and coordination of an implementation organization: this section of the plan
will determine an implementation outline, identify potential members of a stakeholders
group to lead implementation efforts, recommend potential organizational structures
and identify any corresponding legal needs for its creation, and create a coordination
plan for meetings and communication.
Potential funding mechanisms: this section of the plan will identify potential funding
mechanisms for investing in infrastructure and operational improvements to the NCS , in
addition to the transit funding sources currently in place, and evaluate their potential to
generate funds. It will consider a broad range of mechanisms, including those that are
commonly employed at the regional, state and national levels, as well as innovative and
creative approaches that may not be permitted under current regulations. Therefore,
the plan should also consider potential legislative actions needed to establish new
funding sources.
Financial analysis: this section of the plan will analyze and compare the potential
financial impacts of the recommended funding strategies. It will propose multiple
funding scenarios, combining various funding strategies identified in the previous
section, that will be the most effective for raising the funds required to improve service.
Additionally, this section will propose various ratios of capital versus operational
investments and evaluate their potential outcomes.
Consensus building: this section will outline strategies for creating a greater coalition
around the effort to improve NCS service and build consensus among relevant groups,
such as corridor residents, local government officials and legislators at the state and
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 10
federal levels. It will also suggest legislative actions necessary to implement the project
and include useful data points to make the case for NCS service improvements.
The Implementation Plan will synthesize these key elements in a manner that communicates
the order and priority of implementation steps and, if necessary, outline different scenarios for
implementation. This document will serve as the future implementation organization’s
roadmap and should be structured in an organized and navigable format that reflects its
purpose.
Deliverables: a draft version of the Implementation Plan as defined in Task 5 will be presented
to the Steering Committee for review and finalized based on feedback.
Task 6: Final NCS Corridor Analysis and Implementation Plan
The consultant team will assemble all previous work into a cohesive draft final plan and send to
the Steering Committee for review before issuing a completed report.
Deliverables: An illustrative and concise final report with emphasis on graphics and
illustrations.
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RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 11
V. GENERAL INSTRUCTIONS
A. Acceptance of Proposals
Proposals in response to this RFP may be received (electronically) through the RTA
Procurement Portal or by paper (manually); must be signed, sealed and received in complete
form at the RTA’s Department of Procurement and Contracting located at 175 W. Jackson Blvd,
16th Floor, Chicago, IL 60604 no later than the proposal submission date and time. Proposals
submitted after the designated date and time will not be accepted for any reason and shall be
returned, unopened, to the originator.
The RTA reserves the right to accept or reject any or all proposals, issue addenda, or to waive
any informalities. A Respondent whose proposal fails to fully comply with the requirements of
the RFP may be determined to be non-responsive and excluded from further consideration.
B. Time for Receiving Proposals
Proposals received prior to the due date and time will be maintained in a secure place,
unopened. No proposal received after the deadline set forth on the cover page of this RFP will
be considered. Proposals will not be publicly opened. Once submitted, proposals will become
the property of the RTA.
C. Right To Cancel
The RTA reserves the right to cancel this procurement process whenever the best interest of
the RTA is served. The RTA shall not be liable for costs incurred by Respondents associated with
this procurement process.
D. Addenda
Any interpretations, corrections, or changes to the RFP will be made by addenda issued by the
RTA. Any addenda that are issued will be provided to prospective Respondents’, and posted on
the RTA’s Procurement Portal at: https://rtachicago.procureware.com/. It is the responsibility
of the Respondent to inquire of the issuance of any addenda. Respondents shall acknowledge
receipt of all addenda in the cover letter of the response. If the RTA determines this RFP should
be modified, it will inform all prospective Respondents by distributing add endum/addenda to
this RFP before the date set for receipt of proposals.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 12
E. False Statements
Any false statement(s) made by the Respondent (s) will void the response and eliminate the
Respondent(s) from further consideration.
F. Withdrawal of Proposals
Proposals may be withdrawn by written or faxed request that is dispatched by the Respondent
in time for delivery in the normal course of business prior to the time fixed for receipt. A
written withdrawal of a Proposal must be accompanied by a signed confirmation of the faxed
withdrawal, placed in the mail and postmarked by the Respondent, prior to the time set for
opening of Proposals. A Respondent’s negligence in preparing a Proposal creates no right of
withdrawal or modification after the date and time set for opening of the Proposals.
G. Award of Contracts
The RTA may award one or more contracts according to the Evaluation Criteria contained in this
RFP to responsible and responsive respondents, provided their Proposals are in the best
interest of the RTA. The Selected Respondent(s) will be notified at the earliest practical date.
No award may be made to a contractor or firm that is on the list of contractors ineligible to
receive awards from the RTA or the United States, as furnished by FTA.
The RTA reserves the right to reject any and all proposals and reserves the right to secure
services solicited by this RFP by means of a non-competitive procurement in accordance with
§2 CFR 200.320 (f)(4) or to re-solicit competitive proposals.
H. Contract Term
The base term of the contract is for two (2) years.
I. Notice of Contract Award
Unsuccessful Respondents will be notified in writing after an award of contract has been made
by the Manager Procurement and Contracting.
J. Right to Protest
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 13
In accordance with RTA’s Procurement Protest Procedures (attached herein), all protests
regarding this solicitation document must be filed no later than five (5) business days before
the due date for proposals. All other protests regarding the evaluation of proposals or awar d of
contract by the Authority must be filed no later than ten (10) business days after the notice of
contract award. Any protest filed after such date will not be considered.
K. Preparatory Costs
All costs incurred in the preparation and presentation of Proposals shall be wholly borne by
each Respondent. All supporting documentation and manuals submitted with each Proposal
will become the property of the RTA unless otherwise indicated by the Respondent at the time
of submission. The RTA is not liable for any costs incurred by any Respondent prior to issuance
of a Notice to Proceed.
L. Confidential Material
Any material submitted by a Respondent as part of a proposal that is to be considered
confidential must be clearly marked as such, but may be subject to disclosure under applicable
law.
M. Subcontract / Sub consultants
All subcontractors proposed to be used under the Contract must be identified within the
proposal. If the proposed services include the use of subcontractors, the RTA will hold the
prime contractor responsible for the proposed services to be provided by the subcontractors.
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RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 14
VI. PROPOSAL REQUIREMENTS
A. FORMAT
Submittals shall be prepared on standard size paper (8 ½'' x 11'') with remo vable binding on the
left hand side. The proposal shall contain sufficient detail to enable the RTA to evaluate it
according to the criteria outlined in Section VI, Evaluation Process and Criteria. The RTA may
request additional written information and/o r oral presentations.
Each proposal is to consist of three parts, each to be bound separately, with removable binding ,
binder clips or stapled in the upper left hand corner, as follows:
Part 1 - Technical Proposal (1 original and 1 electronic copy submitted on a CD or flash drive)
Part 2 - Cost Proposal (1 original and 1 electronic copy submitted on a CD or flash drive)
Your Cost Proposal must include completed copies of Appendices F through K.
Part 3 - DBE Proposal (1 original and 1 electronic copy submitted on a CD or flash drive)
Parts 1-3 should be placed into one envelope or box that is clearly identified with the RFP
number and description of the solicitation.
Proposers should refrain from using expensive materials for their submittals. All submittals
become the property of the RTA and will not be returned. All costs incurred in the preparation
and presentation of the proposal are the responsibility of the proposer. Issuance of this RFP
does not commit RTA to pay any cost incurred in the preparation of this proposal. Proposers
are advised to adhere to the submittal requirements. Failure to comply may be cause for
rejection of the submission. RTA reserves the right to accept or reject any or all submittals or
parts thereof, to extend the time for submission of proposals, to negotiate with any or all
proposers, and to award a contract to the proposer whose initial proposal is most
advantageous to RTA, without further discussion or negotiation.
Additional documents describing the firm should be submitted as separate items. The cover
letter lists the due date and time before which the proposals must be submitted.
B. CONTENT
PART 1. Technical Proposal
Proposers must submit a technical proposal with a cover letter. The cover letter must contain a
commitment to provide the services described in this RFP. Each cover letter must include the
name and address of your company, the requisition number, the project name, the name, title,
address and telephone numbers and signature of a representati ve who is authorized to
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 15
negotiate a contract with RTA and/or whom we may contact with questions regarding your
response.
The following elements must be addressed in the technical proposal:
Sections must be separated by labeled tabs and organized in accor dance with Proposal
Requirements A. Format. All Proposals must be tabbed to reflect the submittal contents
requirements as follows:
1. Project Overview
The proposal must contain a project overview which describes the relative roles of
its staff and any sub-contractors, as well as the proposer's concept of the overall
project, including but not limited to the following:
Task 1: Project Initiation and Steering Committee Kick-Off Meeting
Task 2: Research and Analyze Existing Conditions
Task 3: Public Outreach
Task 4: Strategic Investments Report
Task 5: Implementation Plan
Task 6: Final NCS Corridor Analysis and Implementation Plan
2. Qualifications
a) Firm
Applicable Firm qualifications must be presented in this section covering the
proposer’s experience on similar or related engagements including experience,
if any, with transit or municipal accounts. The firm must have at least five (5)
years of relative experience. The firm shall provide at least one (1) reference
for each project example as indicated in Section II. Intent and Purpose and
Section III. Scope of Services, and completed within the last five (5) years,
using the attached Vendor References Form provided in Appendix I. Project
examples should show proposer’s experience with projects similar in size and
complexity to the scope of work that involve diverse, multi-jurisdictional
stakeholder groups.
b) Staffing
This section must contain the resumes for all personnel who will be involved in
the engagement. The Proposer must identify the contractor representatives,
their specialized experience, and professional qualifications as it relates to this
contract as described in Section III. Scope of Services. Key Personnel should
have a minimum of three (3) years of experience in performing work similar to
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 16
that of this RFP. The RTA reserves the right to request and secure replacement
personnel from the firm to substitute for any or all persons previously selected,
for any reason.
c) Organizational Chart
The proposer shall provide an organizational chart showing upper
management and other areas within the corporate structure and
organizational charts showing the responsibilities of the employees for this
project.
3. Table of Exceptions
The summary must state whether the Proposal does or does not fully comply with the
requirements as defined in this RFP and shall provide a detailed list of exceptions to the Scope
of Services or other RFP requirements including all exhibits and appendices. This list must be in
table form (Appendix K) and must identify the page, section number, provision and the specific
exception, non-conformance and/or substitute language proposed. Failure to identify any
specific items of non-compliance will result in RTA assuming compliance. The RTA, at its sole
discretion, may reject any exception within the proposal.
4. Financial Background
Documents supporting a firm’s and subcontractor(s)’ financial stability and ability to perform
the contract must be included as well. Proposers must provide audited financial statements for
the past year and information pertaining to any past bankruptcy, contract defaults and
violations of any regulatory acts. This information will be used to determine vendor
responsibility. If audited financials are not available, provide the most recent version of the
financials available.
5. Insurance
After award of a contract, the successful proposer shall procure and maintain during the term
of the contract, at vendor’s expense, insurance as described on the INSURANCE
REQUIREMENTS found in APPENDIX D. Verification of insurance must be provided within 10
days following award of a contract.
6. Joint Venture Agreement
Firms entering into a joint venture must submit a copy of its joint venture agreement and all
required submittals must be signed by a principal of each joint venture partner including, but
not limited to, subcontractors’ information submittals, DBE Plans. Indicate N/A if Respondent
will not be part of a joint venture agreement.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 17
7. Liens, Suits and Judgments
Respondents shall include a detailed description of any disputes they currently are involved in,
as well as, a complete list of any lawsuits, judgments occurring within the last five (5) years, and
all current liens pending. Indicate N/A if Respondent does not have any disputes described
above.
PART 2. Cost Proposal
A fully completed Cost Proposal must include the following items:
1. Signed copies of all RTA certification forms provided in Appendices F – K,
including all necessary documents from your proposed subcontractors.
2. The Cost Proposal must be valid for at least 120 days from the submission date.
PART 3. Disadvantaged Business Enterprise (DBE) Goal
The DBE goal for this procurement is 10%. Proposers must complete the DBE Goal detailed in
Appendix C. Responses to this section must be submitted separately from Technical and Price
Proposal sections. Proposers must describe their firm’s policy and approach to utilize
disadvantaged firms in order to comply with the DBE Goal. The RTA encourages any team
arrangements that will work to the benefit of this project. If such arrangements are made, the
contractor must assume full responsibility for the work performed by all sub -contractors.
All proposed DBE firms must be certified as DBEs by the Illinois Unified Certification Program (IL
UCP).
VII. EVALUATION PROCESS AND CRITERIA
All proposals will be evaluated by the RTA, which reserves the right to make an award or choose
not to award to any Proposer, after determining which proposal it finds to be most
advantageous. The evaluation will be based primarily on the written proposal. However, the
RTA may also require oral presentations by those Proposers in the competitive range. All
responses will be evaluated by one or more evaluation committee(s). Following the initial
evaluation process, the RTA may select Proposers in the competitive range for negotiations.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 18
The RTA reserves the right to reject any or all proposals, or parts thereof, as it deems necessary
for any reason. In addition, the RTA reserves the right to make an award to one or more
responsive, responsible Proposer(s) whose offer(s) best conform to the requirements of this
solicitation and are most advantageous to the RTA.
In reviewing and evaluating the responses to this RFP, the RTA will consider the following
factors, which are listed in the order of their relative importance, beginning with the most
important:
1. Firm’s experience on similar projects;
2. Quality of proposal as related to the Scope of Services and Project Approach;
3. Credentials and experience of key personnel designated for this project; and
4. Cost proposal
Award will be made to the Proposer whose proposal offers the combination of the above
criteria and cost offering the best overall value to the RTA. The RTA will compare differences in
the technical and management criteria, as stated above, with differences in cost. The RTA is
more concerned with obtaining superior technical or management features than with making
an award at the lowest overall cost. However, the RTA will not make an award at a significantly
higher overall cost in order to achieve slightly superior technical or management features. Cost
is not expected to be the controlling factor in the selection of a Proposer for this RFP. The
degree of importance of cost as a factor could become greater depending upon the equality of
the proposals for the other listed criteria evaluated; where proposals are determined to be
substantially equal, total price and other price factors would become the controlling factor.
The RTA retains the right to require additional information including revised pricing information
from any Proposer, and to determine the veracity of the information in the proposal. A
proposal found to be based on inaccurate or misrepresented information may be dismis sed
from further consideration.
Firms in the competitive range (in contention for negotiations or award of the contract) may be
required to make oral presentations. Failure of a firm to report for an oral presentation will be
cause for dismissal of the proposal from further consideration, provided that the RTA has given
adequate notice for the Proposer to prepare the oral presentation. However, the RTA is not
required to hear a presentation from any Proposer and reserves the right to issue a contract
based on the initial proposal submitted without providing any firm an opportunity for oral
presentations or negotiations.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 19
After determining which Proposers are in the competitive range, the RTA may conduct
negotiations with those Proposers to discuss any d eficiencies in their proposal and to ensure
that the Proposers fully understand all the requirements of this RFP. Should negotiations occur,
the RTA may issue to those Proposers remaining in the competitive range an invitation to
submit a Best and Final Offer (BAFO). The BAFO will reflect the Proposer’s final cost/price
proposal to the RTA based on all the clarifications to the proposed Scope of Work included in
the oral presentation and/or negotiations.
As a final component of the evaluation process, RTA may determine a relative ranking of
Proposers based on an all-inclusive evaluation.
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ATTACHMENT A
STUDY AREA MAP
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 21
APPENDIX A
SAMPLE AGREEMENT – NOT FOR EXECUTION
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 22
AGREEMENT FOR PROFESSIONAL AND CONSULTING SERVICES
This Agreement for Professional and Consulting Services (this “Agreement”) is entered into as of the
date of execution hereof, in the City of Chicago and the State of Illinois, by and between the Regional
Transportation Authority, a unit of local government, body politic, political subdivision and municipal
corporation existing under the Constitution and laws of the State of Illinois (the “Authority”), having offices
located at 175 West Jackson Boulevard, Chicago, Illinois 60604, and _____________ (the “Contractor”), having
offices located at _________________________.
For good and valuable consideration, the receipt of which is mutually acknowledged, the Authority and
the Contractor hereby agree as follows:
ARTICLE 1. CONTRACTOR’S SERVICES
1.1 Scope and Description of Services. The Contractor will perform for the benefit of the
Authority the services described in the attached Exhibit A, which is incorporated by reference herein as
though fully set forth (the “Services”). The Contractor must furnish all professional services, labor,
materials, tools, equipment and supervision necessary or appropriate to fully perform the Services and
all other duties and responsibilities of the Contractor pursuant to this Agreement.
1.2 Standard of Performance. The Contractor shall perform all Services required of it under
this Agreement in accordance with the practices, methods, standards, degree of judgment and skill that
are ordinarily possessed and exercised by (and generally accepted as being appropriate for)
professionals of good standing who are performing work which is of similar scope, nature and
complexity as the Services (the “Professional Standard”).
1.3 Compliance with Laws. In the performance of the Services, the Contractor shall comply
with, and ensure that the Services comply with, all applicable federal, state and local laws, regulations,
rules, ordinances, codes, permits, licenses, approvals, orders, declarations and decrees in effect from
time to time (collectively, the “Laws”).
1.4 Independent Contractor. The Contractor is engaged by the Authority only for the
purpose and to the extent set forth in this Agreement, and the Contractor’s status during the period of
this engagement is that of an independent contract or and nothing herein will at any time be construed
to create the relationship of employer and employee, principal and agent, partners, or joint venturers
between the Authority and the Contractor, or between the respective officers, directors, partners,
managers, employees or agents of the Authority and the Contractor. The Contractor will neither be an
employee or agent of the Authority, nor claim to be acting as such, and will have no authority
whatsoever to bind the Authority, waive any contractual requirements or make any statements or
representations on behalf of the Authority.
ARTICLE 2. TERMS OF PAYMENT FOR SERVICES
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 23
2.1 Contract Sum. [The contract sum for the Contractor’s performance of the Services (the
“Contract Sum”) shall be calculated as set forth in the attached Exhibit B, which is incorporated by
reference herein as though fully set forth, but in no event shall the contract sum exceed
_____________________ Dollars ($____________).]
2.2 Invoices. The Contractor shall submit an invoice to the Authority within thirty (30) days
after the end of each month for which payment is sought. Such invoice shall cover all Services
completed to the end of such month that were not covered by a previously submitted invoice and shall
be directed to the attention of “Accounts Payable.” Additionally, all invoices must show Authority
Purchase Order Number __________.
2.3 Documentation Supporting Invoices. Each invoice for payment submitted by the
Contractor must include (i) costs attributable to direct labor, including current and cumu lative hours
worked by key personnel, with billing rates; (ii) all other direct and indirect costs for which
reimbursement is being requested; (iii) the previous two items for any Contractor Related Parties
(hereinafter defined) utilized over the invoiced period; (iv) a monthly progress report, as provided for in
Section 3.4; and (v) the amounts previously invoiced, the amount currently due, and the total amount
paid or due, including the invoice being submitted. The Contractor shall also attach to each in voice such
receipts or other information as may reasonably be required by the Authority to substantiate the
amounts properly owing to the Contractor.
2.4 Lien Waivers. To the extent required by the Laws or requested by the Authority, the
Contractor must also submit to the Authority (all in a form reasonably satisfactory to the Authority) a
lien waiver from the Contractor covering the amounts for which payment is then being sought.
2.5 Payment of Amounts Due. The Authority will pay all amounts properly owing to the
Contractor as set forth in each invoice within thirty (30) days following receipt of such invoice, provided
that the necessary supporting data set forth in Section 2.3 is received with the invoice. However, if the
Authority objects to all or any portion of any invoice or the supporting documentation therefor, the
Authority will so notify the Contractor within fifteen (15) days after receipt of such invoice, setting forth
the deficiencies in the invoice or supporting documentation. The Authority will then withhold that
portion of the invoice which is in dispute until the deficiencies are cured, at which point the Authority
shall pay the remainder of the invoice within thirty (30) days.
2.6 Withholding Payment. Notwithstanding anything to the contrary herein contained, no
compensation will be paid to or claimed by the Contractor for services required to correct deficiencies
attributable to errors or omissions of the Contractor, and all such errors or omissions must be corrected
by the Contractor at the Contractor’s sole cost and expense. The Authority has the right to withhold
from payment due the Contractor such sums as are reasonably necessary to protect the Authority
against any loss or damage which may result from: (i) the negligence of or unsatisfactory S ervices
provided by the Contractor or Contractor Related Parties; (ii) the failure by the Contractor or any
Contractor Related Parties to perform the Contractor’s obligations hereunder; or (iii) claims filed against
the Authority relating to the Services. Any sums withheld from the Contractor as provided in this
Article, and subsequently determined to be due and owing to the Contractor, will be immediately paid
to the Contractor.
2.7 No Assignment of Contract Funds. The Contractor must not transfer or assign any
Contract funds or claims due, or to become due, without first obtaining the written approval of the
Authority.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 24
2.8 Records. The Contractor’s records relating to the Services must be kept in accordance
with generally accepted principles of accounting consistently applied and must be retained by the
Contractor for a period of not less than three (3) years following the completion of the Services. Such
records must be available to the Authority or any authorized representative of the Authority, upon
reasonable prior notice, for audit and review during normal business hours at the Authority’s offices,
175 West Jackson Boulevard, Suite 1650, Chicago, Illinois 60604. This provision survives beyond the
Term of Agreement.
ARTICLE 3. TIME FOR COMPLETION OF SERVICES
3.1 Term of Agreement. The term of this Agreement shall begin on the date of execution
hereof and end on ____________ (the “Term”). The Contractor must complete all Services within the
Term. The Contractor must furnish such manpower, materials, facilities, and equipment and must work
such hours, including overtime operations, as may be necessary to ensure the progress and completion
of the Services within the Term. Time is of the essence in performance of the Services required by this
Agreement.
3.2 Schedule. The Contractor will perform the Services in a timely manner according to the
schedule in the attached Exhibit C, which is incorporated by reference herein as though fully set forth
(the “Schedule”). If the Contractor is behind in performing the Services, based on the Schedule, the
Authority may direct the Contractor to promptly submit a plan to bring the Services back into
compliance with the Schedule. The Contractor must take such action as necessary to bring the general
progress of the Services into compliance with the Schedule and must bear the entire cost of such action.
The Contractor will also be liable for any increased costs or damages incurred by the Authority related
to such action unless the variance from schedule was caused by an Excusable Delay (as def ined below).
3.3 Unavoidable Delay. If the Contractor is delayed in the delivery of the Services pursuant
to this Agreement by an Excusable Delay (as defined below) legitimately beyond its reasonable control,
it must, within seven (7) days after the Excusable Delay commences, give a written notice request for
extension to the Authority. Failure to submit such request in a timely manner will be sufficient cause for
denying the request for an extension of time. Requests for an extension of time must specify the cause
of the delay, an approximation of the length of the delay, and such other proofs as are reasonably
related to the cause of the delay. The Authority will examine the request and all documents supplied by
the Contractor and will determine if the Contractor is entitled to an extension. The Authority shall not
unreasonably deny any request for extension hereunder.
An “Excusable Delay” is a delay arising from force majeure (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless
of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or
confiscation, terrorist activities, nationalization, government sanction, blockage, emba rgo, labor
dispute, strike, lockout or interruption or failure of electricity or telephone service not caused by
negligence of the Contractor. The Contractor may not terminate this Agreement because of such
circumstances.
3.4 Progress Reports. The Contractor must prepare and submit monthly progress reports
describing the Services performed in the prior month and anticipated to be performed in the following
one-month period. The thirty (30) day period for payment of invoices provided for in Article 2 shall tol l
until the corresponding progress report is received for the period invoiced.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 25
ARTICLE 4. PERSONNEL
4.1 Key Personnel. The names of the key personnel of the Contractor (the “Key Personnel”)
who will perform or be responsible for supervising performance of the Services on behalf of the
Contractor are set forth in the attached Exhibit G.
4.2 Qualifications. Any personnel performing the Services on behalf of the Contractor must
be suitably qualified and experienced to perform the Services in accordance with the requirements of
this Agreement and the Professional Standard.
4.3 Substitution of Key Personnel. If, in the opinion of the Authority, the performance of any
Key Personnel is unacceptable, such Key Personnel may no longer be assigned to the Services, and the
Contractor must furnish to the Authority the name of a substitute person meeting the requirements set
forth in this Section. The Contractor may not remove any Key Personnel from the Services without the
prior written approval of the Authority unless such Key Personnel are n o longer employed by or
affiliated with the Contractor or for bona fide promotion, health, or personal reasons. Such approval will
not be unreasonably withheld.
4.4 Responsibility for Employees. The Contractor has, and hereby retains, full control over
the employment, direction, compensation and discharge of all persons employed by the Contractor who
are assisting in the performance of services under this Agreement. The Contractor is solely responsible
for the compensation, benefits, contributions and taxes, if any, of all employees. The Contractor must,
at its own expense, comply with all applicable workers compensation, unemployment insurance,
employer’s liability, tax withholding, minimum wage and hour, and other Laws. This is a material term
of the Agreement. Failure to comply with all labor and employment related federal and state laws may
constitute an Event of Default.
ARTICLE 5. CONTRACTOR RELATED PARTIES
5.1 Contractor Related Parties. “Contractor Related Party” means any subcontractor,
consultant, agent or other entity with which the Contractor directly, or through another party, contracts
to perform a portion of the Services. The names of the Contractor Related Parties to be retained by the
Contractor, if any, are set forth in the attached Exhibit H.
5.2 Responsibility for Contractor Related parties. The Contractor has, and hereby retains,
full control over the employment, direction, compensation and discharge of all Contractor Related
Parties. The Contractor is solely responsible for the compensation, benefits, contri butions and taxes, if
any, of all Contractor Related Parties.
5.3 Qualifications. All Contractor Related Parties must be suitably qualified and experienced
to perform the Services in accordance with the requirements of this Agreement and the Professional
Standard. To the extent required by any Laws, all Contractor Related Parties, and their respective
personnel performing the Services, must be suitably licensed or certified to perform the Services.
5.4 Substitution of Contractor Related Parties. If, in the opinion of the Authority, the
performance of any Contractor Related Party is unacceptable, such Contractor Related Party may no
longer be assigned to the Services, and the Contractor must furnish to the Authority the name of a
substitute Contractor Related Party meeting the requirements set forth in this Section.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 26
5.5 Sworn Statements and Lien Waivers. To the extent required by the Laws or requested by
the Authority, the Contractor must also submit to the Authority (all in a form reasonably satisfactory to
the Authority) with each invoice a statement setting forth all Contractor Related Parties retained by the
Contractor in connection with the performance of the Services, together with a lien waiver from each
such Contractor Related Party covering the amounts for which payment is then being sought.
5.6 Prompt Payment. The Contractor agrees to pay each Contractor Related Party under this
Agreement for satisfactory performance of its subcontract no later than fourteen (14) calendar days
from the receipt of each payment the Contractor receives from the Authority. A delay in or
postponement of payment to the Subcontractor requires good cause and prior written approval of the
Authority. Failure to comply with these prompt payment requirements is a breach of this Agreement
which may lead to any remedies permitted under law, including, but not limited to, Contractor
debarment. In addition, Contractor’s failure to promptly pay its Contractor Related Parties is subject to
the provisions Section 9 of the Local Government Prompt Payment Act (50 ILCS 505/9).
The prime contractor agrees to return retainage payments to each subcontractor within
fourteen (14) days after the subcontractors work is satisfactorily completed. Any delay or
postponement of payment from the above referenced time frame may occur only for good cause
following written approval of the RTA. This clause applies to both DBE and non -DBE subcontracts.
5.7 Contracts with Contractor Related Parties. The Contractor will not contract with any
Contractor Related Party for performance of a portion of the Services without first securing the
Authority’s approval of the proposed Contractor Related Party. Upon request by the Authority, the
Contractor shall provide a copy of each contract with a Contractor Related Party. Each contract with a
Contractor Related Party must: (a) require such Services to be performed in accordance with the
requirements of this Agreement, including without limitation the requirements of all Laws and the
Professional Standard; (b) require the Contractor Related Party to agree to be bound by all the terms
and conditions of this Agreement applicable to the Contractor and/or Contractor Related Parties; and
(c) contain such other terms and conditions as the Authority may reasonably request. The Contractor
shall be responsible for payments to Contractor Related Parties out of the Contract Sum or other funds
of the Contractor.
5.8 Authority as Third Party Beneficiary. The Authority will be expressly identified as a third
party beneficiary in any agreement between the Contractor and a Contractor Related Party. The
Contractor, in all agreements with Contractor Related Parties entered into under this Agreement, must
include clauses designating the Authority as a third party beneficiary of the provisions contained in, b ut
not limited to, the following:
1. Section 1.3 – “Compliance with Laws”
2. Section 2.9 – “Records”
3. Article 6 – “Warranties and Representations”
4. Article 8 – “Indemnification and Limitation of Liability”
5. Article 10 – “Confidentiality”
6. Article 12 – “Events of Default, Remedies, Stop Work Order, Termination for
Convenience”
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 27
7. Article 13 – “Termination for Convenience”
8. Section 14.5 – “Consent to Service of Process and Jurisdiction”
5.9 Compliance with Laws. The Contractor shall cause all Contractor Related Parties to
comply with the Laws.
ARTICLE 6. WARRANTIES AND REPRESENTATIONS
In connection with the execution of this Agreement, the Contractor warrants and represents as
follows:
6.1 Feasibility of Performance. The Contractor (i) has carefully examined and analyzed the
provisions and requirements of this Agreement, including all Exhibits hereto; (ii) understands the nature
of the Services required; (iii) from its own analysis has satisfied itself, to the extent reasonably possible,
as to the nature of all things needed for the performan ce of this Agreement and all other matters that
in any way may affect this Agreement or its performance; (iv) represents that this Agreement is feasible
of performance in accordance with all of its provisions and requirements; and (v) can and will perform,
or cause to be performed, the Services in accordance with the provisions and requirements of this
Agreement.
6.2 Ability to Perform. The Contractor hereby represents and warrants to the Authority,
with the intention that the Authority rely thereon in enterin g into this Agreement, that: (a) the
Contractor is financially solvent; (b) the Contractor, and each Contractor Related Party, has the training,
capability, experience, expertise, and licensing necessary to perform the Services in accordance with the
requirements of this Agreement and the Professional Standard; (c) the Contractor possesses and will
keep in force all required licenses, permits and accreditations to perform the Services; (d) the
Contractor has full power to execute, deliver and perform this Agreement and has taken all necessary
action to authorize such execution, delivery and performance; (e) the individual(s) executing this
Agreement are duly authorized to sign the same on the Contractor’s behalf and to bind the Contractor
hereto; and (f) the Contractor will perform the Services described herein promptly, diligently and
continuously with an adequate number of qualified personnel to ensure such performance.
6.3 Unauthorized Code. Any concepts, works, information, data, computer programs and
other ideas and materials developed, invented, prepared or discovered by the Contractor or any of its
employees, agents or Contractor Related Parties, either alone or in collaboration with others, which
relate to the actual or anticipated activities, business o r research of the Authority, which result from or
are suggested by the Services or any other work the Contractor or the Contractor Related Parties may
do for the Authority, or which result from use of the Authority premises or property (collectively, the
“Developments”) in electronic form will be free, at the time of receipt by Authority, of any computer
virus, software locks or other such unauthorized code. Unauthorized code includes harmful programs
or data incorporated into the software which destroys, erases, damages or otherwise disrupts the
normal operation of the software or other programs, hardware or systems utilized by Authority or
allows for unauthorized access to the software or other programs, hardware or systems utilized by
Authority. Unauthorized code also includes any mechanism, such as password checking, CPU serial
number checking or time dependency, that could hinder Authority freedom to fully exercise its rights
under this Agreement.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 28
6.4 Certifications. The certifications, assurances and statements made by the Contractor in
the Vendor/Contractor Certification and RTA Certifications and Assurances, attached hereto and
incorporated herein as Exhibits D and E, respectively, are true, accurate and complete as of the date
hereof. The Contractor hereby agrees to update the Exhibits if any of the information provided therein
should change during the term of this Agreement.
6.5 Equal Employment Opportunity Clause. In the event of the Contractor’s non-
compliance with the provisions of this Equal Employment Opportunity Clause, the Illinois Human Rights
Act (775 ILCS 5/1 et seq.) (the “Human Rights Act”) or the rules and regulations (the “Rules and
Regulations”) of the Illinois Department of Human Rights (for the purposes of this Article 6, the
“Department”), the Contractor may be declared ineligible for future contracts or subcontracts with the
State of Illinois or any of its political subdivisions or municipal corporations, and this Agreement may, in
addition to any remedies provided pursuant to this Agreement, be canceled or voided in whole or in
part, and such other sanctions or penalties may be imposed or remedies invoked as provided by statute
or regulation. During the performance of this Agreement, the Contractor agrees as follows:
(1) That it will not discriminate against any employee or applicant for employment because of race,
color, religion, sex, marital status, national origin or ancestry, age, sexual orientation, physical
or mental handicap unrelated to ability, or an unfavorable discharge from military service; and
further that it will examine all job classifications to determine if minority persons or women are
underutilized and will take appropriate affirmative action to rectify any such underutilization.
(2) That, if it hires additional employees in order to perform this Agreement or any portion thereof,
it will determine the availability (in accordance with the Department’s Rules and Regulations) of
minorities and women in the area(s) from which it may reasonably recruit and it will hire for
each job classification for which employees are hired in such a way that minorities and women
are not underutilized.
(3) That, in all solicitations or advertisements for employees placed by it or on its behalf, it will
state that all applicants will be afforded equal opportunity without discrimination on the basis
of race, color, religion, sex, marital status, national origin or ancestry, age, sexual orientation,
physical or mental handicap unrelated to ability, or an unfavorable discharge from military
service.
(4) That it will send to each labor organization or representative of workers with which it has or is
bound by a collective bargaining or other agreement or understanding a notice advising such
labor organization or representative of the Contractor’s obligations under the Human Rights Act
and the Department’s Rules and Regulations. If any such labor organization or representative
fails or refuses to cooperate with the Contractor in its efforts to comply with such Act and Rules
and Regulations, the Contractor will promptly so notify the Department and the Authority and
will recruit employees from other sources when necessary to fulfill its obligations thereunder.
(5) That it will submit reports as required by the Department’s Rules and Regulations, fur nish all
relevant information as may from time to time be requested by the Department or the
Authority, and in all respects comply with the Human Rights Act and the Department’s Rules
and Regulations.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 29
(6) That it will permit access to all relevant books, records, accounts and work sites by personnel
for the Authority and the Department for purposes of investigation to ascertain compliance
with the Human Rights Act and the Department’s Rules and Regulations.
(7) That it will include verbatim or by reference the provisions of this clause 6.5 in every
subcontract it awards under which any portion of this Agreement’s obligations are undertaken
or assumed so that such provisions will be binding upon such subcontractor. In the same
manner as with other provisions of this Agreement, the Contractor will be liable for compliance
with applicable provisions of this clause 6.5 by such subcontractors, and it will promptly notify
the Authority and the Department in the event any subcontractor fails to or refuses to comply
therewith. In addition, the Contractor will not utilize any subcontractor declared by the Illinois
Human Rights Commission to be ineligible for contracts or subcontracts with the State of Illinois
or any of its political subdivisions or municipal corporations.
6.6 Disadvantaged Business Enterprise Assurance. In accordance with 49 CFR Part 26.13(a),
as amended, the Contractor assures the Authority that it shall not discriminate on the basis of race,
color, national origin or sex in the performance of this Agr eement or the award and performance of any
subcontract hereunder. Furthermore, the Contractor shall carry out applicable requirements of 49 CFR
Part 26 in the award and administration of DOT-assisted contracts. Failure by the Contractor to carry
out these requirements is a material breach of this Agreement, which may result in its termination or
such other remedy as the Authority deems appropriate. The DBE Compliance Plan attached hereto as
an exhibit is incorporated by reference herein as though fully set forth. Implementation of its DBE
Compliance Plan is a legal obligation of the Contractor, and failure to carry out its terms shall be treated
as a violation of this Agreement for which the Authority may impose sanctions as provided for in the
Compliance Plan. The Authority may also in appropriate cases, refer the matter for enforcement under
18 U.S.C. 1001, as amended, and/or the Program Fraud Civil Remedies Act, 31 U.S.C. 3801 et seq., as
amended, or other statutes as appropriate. The Contractor furth er agrees to comply with all procedural,
reporting and invoicing requirements that the Authority may now or hereafter establish in order to
comply with the DBE Program and to include the language set forth in this Disadvantaged Business
Enterprise Assurance in each subcontract it executes.
6.7 Public Works Employment Discrimination Act. The Contractor certifies and agrees that
it will comply with the Public Works Employment Discrimination Act (775 ILCS 10/1 et seq.). In
confirmation and furtherance of the foregoing, the Contractor agrees that no person shall be refused or
denied employment in any capacity on the ground of unlawful discrimination, as that term is defined in
the Human Rights Act, nor be subjected to unlawful discrimination in any manner, in connection with
the contracting for or the performance of any work or service of any kind, by, for, on behalf of, or for
the benefit of the Authority, including without limitation, the Services to be provided pursuant to this
Agreement.
6.8 Drug-Free Workplace. The Contractor certifies and agrees that it will provide a drug-free
workplace as required by the Drug Free Workplace Act (30 ILCS 580/1 et seq.) and that it will comply
with all provisions thereof.
ARTICLE 7. INSURANCE
7.1 Unless otherwise specified or required by the Authority, the Contractor shall maintain
such insurance as is customary and reasonable within the Contractor’s industry for entities performing
services similar to the Services, which insurance shall cover, at a minimum, all claims, whenever made,
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 30
arising out of or in relation to the performance of or failure to perform the Services pursuant to this
Agreement in the amounts set forth in Exhibit F. The Contactor shall furnish certificates evidencing such
insurance to the Authority prior to commencement of the Services, and shall promptly furnish to the
Authority notices of cancellation, renewal or non -renewal of such insurance. Such insurance must be
kept in full force and effect until the date that all Services are complete and final payment for such
Services is made.
ARTICLE 8. INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1 General Indemnification. To the fullest extent permitted by law, the Contractor will
indemnify, defend and hold harmless the Authority and its officers, directors, employees, agents,
affiliates and representatives, from and against any and all injuries, death, losses, damages, claims,
suits, liabilities, judgments, costs and expenses that may in any manner accrue against the Authority as
a consequence of the execution of this agreement or performance of the Services, including those
arising or resulting from, or occasioned by or in connection with any and all claims which are based
upon or make the contention that any of the Developments or other materials supplied to the Authority
or used by the Authority in the manner recommended by the Contractor, in whole or in part, constitute
infringement of any copyright, trademark, patent, trade secret or other proprietary rights of any third
party.
This indemnity applies whether any loss for which the Authority seeks indemnity is caused or
contributed to by the sole or partial negligent act or omission of the Contractor, Contractor’s
employees, or Contractor Related Party. The Contractor must, at its own expense, appear, defend, and
pay all charges of attorneys and all costs and other expenses arising in connection with this indemnity.
If any judgment is rendered against the Authority, the Contractor must at its own expense satisfy and
discharge the judgment. If indemnity pursuant to this Section is not permitted by the Laws, then, to the
maximum extent permitted by law, the Contractor must make full contribution to the Authority for its
percentage share of any liability that is attributable to an act or omission of the Contractor or a
Contractor Related Party. The Contractor expressly waives any legal limitations on its liability to the
Authority for contribution, including but not limited to limitations related to the payment of workers
compensation benefits. The Contractor expressly understands and agrees that any performance bond
and payment bond, or insurance protection required by this Contract or otherwise provided by the
Contractor, will in no way limit the responsibility to indemnify and defend the Authority pursuant to
this Section. The indemnification contained herein will survive the termination or expiration of this
Agreement.
8.2 No Liability for Consequential Damages. In no event will the Authority be liable to the
Contractor, whether such liability arises in tort, in equity or in contract, for inciden tal, indirect or
consequential damages, including, but not limited to, loss of profits or revenue, loss of use of
equipment or facilities, cost of capital, underutilization of equipment, facilities or labor, or downtime
costs, except as and if provided in Articles 12 and 13 hereof.
8.3 No Liability of Public Officials. In carrying out any of the provisions of this Agreement or
in exercising any power or authority granted to them thereby, there will be no liability imposed upon
any employee or officer of the Authority, either personally or as officials of the Authority; it being
understood that in such matters they act as representatives of the Authority.
ARTICLE 9. RECORDS, DEVELOPMENTS AND INTELLECTUAL PROPERTY RIGHTS
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9.1 Developments; Intellectual Property Rights. All concepts, works, information, data,
computer programs and other ideas and materials developed, invented, prepared or discovered by the
Contractor or any of its employees, agents or Contractor Related Parties, either alone or in
collaboration with others, which relate to the actual or anticipated activities, business or research of the
Authority, which result from or are suggested by the Services or any other work the Contractor or the
Contractor Related Parties may do for the Authority, or which result from use of the Authority premises
or property (collectively, the “Developments”) and any trademark, trade secret, copyright, patent,
common law right, title or slogan or any other proprietary right (“Proprietary Rights”) in such
Developments will be the sole property of the Authority. The Contractor hereby assigns (and agrees to
cause all Contractor Related Parties to assign) to the Authority the Contractor’s (or the Contractor
Related Parties’) entire right and interest in any such Development, and will execute (or cause the
Contractor Related Parties to execute) any documents in connection therewith that the Authority may
reasonably request. The Contractor agrees to enter into agreements with all of its Contractor Related
Parties necessary to establish the Authority’s ownership in the Developments, and the Contractor
agrees to provide the Authority with copies of such agreements if requested by the Authority.
The Contractor shall retain all right, title, and interest in and to any know-how, concepts, techniques,
methodologies, ideas, processes, models, templates, utilities, routines, and trade secrets of the
Contractor that were developed by or for it independent of this Agreement or that, to the extent they
are of general application may have been discovered, cre ated, or developed by the Contractor as a
result of its own efforts in providing the Services (collectively, the “Contractor Property”). The
Authority shall acquire no rights or interest to the Contractor Property except for a non -exclusive, non-
transferable, royalty-free right to use such Contractor Property solely in connection with any
deliverable or work product to the extent any Contractor Property is incorporated therein. The
Authority shall not sublicense or otherwise grant any other party any rights to use, reproduce,
distribute, publicly display/perform, or otherwise exploit or create derivative works from the
Contractor Property.
This Agreement will not preclude the Contractor from using its general knowledge, skills and
experience for its other clients, provided that the Contractor does not use in connection therewith any
Developments or Confidential Information
At all times during the term of this Agreement, upon request from the Authority and upon termination
or expiration of this Agreement, the Contractor will immediately provide to the Authority the then-
current version of any Developments and any data derived therefrom in the Contractor’s possession,
indexed and arranged to the satisfaction of the Authority.
Upon completion or termination of the services the Contractor shall return any Confidential
Information as required by the Professional Standard or the Laws and, in the event that the Services
are comprised, in whole or in part, of a license for computer software, provide the Authority wi th an
electronic copy of any data produced by such software.
ARTICLE 10. CONFIDENTIALITY
10.1 Confidential Information Defined. “Confidential Information” shall mean all
information, whether in written, verbal, graphic, electronic or any other form, which is disclosed to o r
observed by the Contractor in the course of its performance of Services hereunder. Confidential
Information will include Developments, business plans, forecasts, projections, analyses, Authority
employee and vendor information (including social security numbers, addresses, telephone numbers,
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 32
and email addresses), software (including all documentation and codes), hardware and system designs,
architectures and protocols, specifications, manufacturing, logistic and sale processes.
10.2 Use of Confidential Information. (a) The Contractor (i) will use Confidential Information
only in connection with Contractor’s performance of the Services, and (ii) will not disclose Confidential
Information except to the Contractor’s employees and Contractor Related Parties to th e extent such
employees or Contractor Related Parties need to know such Confidential Information in connection
with the performance of the Services. In addition to the requirements of the foregoing sentence, if the
Contractor wishes to disclose Confidential Information to a Contractor Related Party, the Contractor
Related Party must agree in writing to be bound by equally restrictive confidentiality requirements as
contained in this Agreement.
(b) In addition to the requirements of the foregoing paragraph, if the Contractor wishes to
disclose Confidential Information to a Contractor Related Party, the Authority must first consent to
such disclosure and the Contractor Related Party must agree in writing to be bound by the terms and
conditions of this Article in a document satisfactory to the Authority. The Contractor will be
responsible and liable for any unauthorized disclosure, publication or dissemination by any party who
obtained Confidential Information from the Contractor, including Contractor’s empl oyees and
Contractor Related Parties.
(c) This Article does not apply to any information that (i) the Contractor can demonstrate that it
possessed prior to the date of this Agreement without obligation of confidentiality, (ii) the Contractor
develops independently without use of any Confidential Information, (iii) the Contractor rightfully
receives from a third party without any obligation of confidentiality to such third party, (iv) is or
becomes publicly available without breach of this Agreement, or (v) must be disclosed as required
under the Laws; provided, however, that the Contractor must give the Authority reasonable notice
prior to such disclosure and will reasonably cooperate with any efforts requested by the Authority to
limit the nature or scope of the disclosure.
10.3 Disclosure of Confidential Information. Confidential Information may be disclosed as
required by the Laws.
ARTICLE 11. APPROPRIATION OF FUNDS
11.1 Authority Appropriation. The Authority and the Contractor agree that, if the term of this
Agreement extends beyond the current fiscal year of the Authority (the current fiscal year being the
year in which the first date of the term of this Agreement falls), this Agreement is subject to the
appropriation of funds by the Authority’s Board of Directors for each subsequent year. If the Authority
fails to make such an appropriation, the Authority may terminate this Agreement and the Contractor
will be entitled to receive, as its sole and exclusive remedy, compensation for Services properly
performed to the date of termination to the extent the Authority has funds available and appropriated
to pay the Contractor such amount.
ARTICLE 12. EVENTS OF DEFAULT, REMEDIES, STOP WORK ORDER, TERMINATION FOR DEFAULT
12.1 Contractor Events of Default. The following will constitute events of default (“Events of
Default”) hereunder:
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1. Any material misrepresentation, whether negligent or willful and whether in the
inducement or in the performance of this Agreement, made by the Contractor to the
Authority, or any material breach of a representation , covenant or warranty of the
Contractor made herein.
2. The Contractor’s failure to perform any of its obligations under this Agreement,
including, but not limited to, the following:
a) failure to perform the Services or any portion thereof with sufficient pers onnel
and equipment or with sufficient material to ensure the performance of the
Services;
b) failure to perform the Services in accordance with the standards of performance
applicable thereto;
c) insolvency, filing of bankruptcy or assignment for the benefit of creditors;
d) failure to comply with a material term of this Agreement; or
e) any other acts specifically and expressly stated in this Agreement as constituting
an Event of Default.
3. Any change in ownership or control of the Contractor without the prior written approval
of the Authority, which consent will not be unreasonably withheld.
12.2 Declaration of Default. The Authority will notify the Contractor of any circumstances
that the Authority believes to be an Event of Default and will – if the Event of Default is reasonably
curable within 30 calendar days or less – allow the Contractor a reasonable amount of time to proceed
to cure such Event of Default, which period of time will be no more than thirty (30) calendar days.
If the Contractor has failed to proceed to cure the Event of Default within such cure period, the
Authority may declare the Contractor to be in default; provided, however, if such Event of Default
cannot reasonably be cured within the cure period, the Authority may, in its sole discretion, allow t he
Contractor additional time in which to cure such Event of Default so long as the Contractor diligently
pursues such cure.
Written notification of any decision of the Authority to declare the Contractor in default will be
provided to the Contractor, and such decision will be final and effective upon the Contractor’s receipt
of such notice. The Authority has the sole discretion to declare the Contractor in default.
12.3 Remedies for Default. Upon giving notice of a declaration of default due to the
occurrence of an Event of Default, the Authority may invoke any or all of the following remedies:
1. the right to take over and complete the Services, either directly or through others;
2. the right to terminate this Agreement effective at a time specified by the Authorit y;
3. the right to seek specific performance, an injunction or any other appropriate remedy;
4. the right to recover money damages;
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5. the right to withhold all or any part of the Contractor’s compensation hereunder; and/or
6. the right to require the Contractor to discontinue any Services and deliver all materials
accumulated in the performance of the Services, whether completed or in process, to
the Authority.
12.4 Remedies Nonexclusive. The remedies under the terms of this Agreement are not
intended to be exclusive of any other remedies provided, but each and every such remedy will be
cumulative and will be in addition to any other remedies, existing now or hereafter, at law, in equity or
by statute. No delay or omission to exercise any right or power accruing upon any Event of Default will
impair any such right or power, nor will it be construed as a waiver of any Event of Default or
acquiescence therein, and every such right and power may be exercised from time to time and as often
as may be deemed expedient.
12.5 Stop Work Order. The Authority may at any time, by delivering written notice to the
Contractor (a “Stop Work Order”), require the Contractor to stop all or any part of the performance of
Services required by this Agreement for a period of up to ninety (90) days af ter the Contractor receives
a Stop Work Order. The Stop Work Order shall include the following: a clear description of the Services
to be suspended; guidance as to the action to be taken with Contractor Related Parties; and other
requests for minimizing costs. Upon receipt of the Stop Work Order, the Contractor will comply with its
terms and take all reasonable steps to minimize costs for Services covered by the Stop Work Order
during the period of work stoppage. Within a period of ninety (90) days after the Contractor’s receipt of
a Stop Work Order, or within any extension of that period to which the Contractor and the Authority
have agreed in writing, the Authority will either cancel the Stop Work Order or terminate this
Agreement pursuant to the terms hereof. Provided this Agreement has not theretofore been
terminated, the Contractor will resume performance of Services upon cancellation or expiration of any
Stop Work Order.
ARTICLE 13. TERMINATION FOR CONVENIENCE
13.1 Right of Authority to Terminate for Convenience. The Authority may terminate this
Agreement, in whole or in part, at any time, when it is in the Authority’s best interest. If the Authority
decides to terminate the Agreement, the Authority will send a written Notice of Termination for
Convenience to the Contractor specifying the extent to which performance of the Services under the
Agreement are terminated. Such notice will be effective on the date of receipt. The Contractor shall
then restrict its activities and those of the Contractor Related Parties to wi nding down their work. No
payment will be made for Services performed after the Notice of Termination becomes effective, except
for winding down activities specified in the termination notice and as provided in this Article . The
Contractor agrees to accept such payment as its sole and exclusive remedy for termination under this
Article, and under no circumstances is the Contractor entitled to anticipatory, unearned profits or
consequential damages as a result of a termination or partial termination under t his Article
13.2 Obligations of the Contractor upon Termination for Convenience. After receipt of a
Notice of Termination for Convenience, except as otherwise directed by the Authority, the Contractor
must do the following:
1. If applicable, deliver to the Authority in the manner, at the times, and to the extent
directed by the Authority, any completed or partially completed portion of the Services
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through the effective date of termination, which if the Agreement had been completed,
would have been required to be furnished to the Authority;
2. Complete performance of each part of the Services as shall not have been terminated by
the Notice of Termination for Convenience in accordance with the Agreement; and
3. Take such action as may be necessary, or as the Authority may direct, for the protection
and preservation of the property related to this Agreement which is in the possession of
the Contractor and in which the Authority has or may acquire an interest.
13.3 Payment upon Termination for Convenience. After receipt of a Notice of Termination
for Convenience, the Contractor shall submit to the Authority its termination claim, in a manner clearly
showing how the claim amount was calculated. Such claim shall be submitted promptly and will be
waived if not submitted within 60 days of the effective date of termination unless an extension is
granted in writing by the Authority.
In the event of a failure of the Contractor and the Authority to agree upon the amount to be paid the
Contractor by reason of the termination of the Services for convenience, the amount payable to the
Contractor with respect to Services performed prior to the effective date of the Notice of Termination
for Convenience will be the total of:
1. The portion of the Contract Sum, including any profit component thereof, related to the
Services completed by the Contractor immediately prior to the Notice of Termination,
adjusted to account for defective work not remedied. The total sum to be paid to the
Contractor hereunder shall not exceed the Contract Sum, as reduced by the amount of
payments otherwise made;
2. The cost of settling and paying claims arising out of the termination of the Services
under subcontracts or orders, exclusive of the amounts paid or payable on account of
supplies or materials delivered or services furnished by the Subcontractor prior to the
effective date of the Notice of Termination under the Agreement, which amounts shall
be included in the cost on account of which payment is made under (a) above; and
3. The reasonable cost of the preservation and protection of property incurred pursuant to
sub-section 3 of Section 13.2.
13.4 Price Adjustment upon Partial Termination. If the termination hereunder is partial,
prior to the settlement of the terminated portion of this Agreement, the Contractor may file with the
Authority a request in writing for an adjustment of the price or prices specified in the Contract relating
to the continued portion of the Agreement (the portion not terminated by the Notice of Termination for
Convenience), and such adjustment as may be agreed upon will be made in such price or prices.
13.5 Flow Through to Contractor Related Parties. The Contractor shall insert in all
agreements with Contractor Related Parties that the Contractor Related Party shall stop work on the
date of and to the extent specified in a Notice of Termination for Convenience from the Authority. The
Contractor shall communicate, immediately upon receipt thereof, any Notice of Termination for
Convenience issued by the Authority to the affected Contractor Related Parties of any tier.
13.6 No Other Payments; No Damages. Under no circumstances is the Contractor entitled to
anticipatory, unearned profits as a result of a termination or partial termination under this Article. The
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 36
payment to the Contractor determined in accordance with this Article constitutes its exclusive remedy
for a termination hereunder. In no event shall the Authority be responsible for unabsorbed or
underabsorbed overhead as part of termination claims under this Article.
13.7 No Waiver. Anything contained in this Agreement to the contrary notwithstanding, a
termination under this Article shall not waive any right or claim to damages that the Authority may have
and the Authority may pursue any cause of action that it may have under the Agreement.
ARTICLE 14. GENERAL PROVISIONS
14.1 Amendments. This Agreement, including all Exhibits hereto and any addenda thereto,
constitutes the entire Agreement between the Contractor and the Authority. It supersedes all prior or
contemporaneous communications, representations or agreements, whether oral or written, relating to
the Services set forth in this Agreement. No modification, addition, deletion, etc. to this Agreement
including, without limitation, changes to the Contract Sum or the Services, will be effective unless and
until such changes are reduced to writing and executed by the authorized officers of each party. If no
such written and mutually executed instrument exists, then the Contractor will not be compensated for
any changed work or out-of-scope Services performed.
14.2 Assignment. Neither this Agreement nor any of the rights, interests or obligations under
it shall be assigned, in whole or in part, by operation of law, change of control, merger or otherwise
without the prior written consent of the Authority. Such consent is not required i n instances where the
parent company of the Contractor succeeds to all or any part of the Contractor’s operations, though in
no case is an assignment of this Agreement valid unless the successor accedes to all of the terms,
conditions and requirements of this Agreement as a condition precedent to such succession.
14.3 Solicitation and Employment. The Contractor will not employ any person employed by
the Authority at any time during the term of this Agreement to perform any Services required by the
terms of this Agreement. Further, the Contractor will not solicit for employment any of the Authority’s
employees during the term of this Agreement without the prior consent of the Authority.
14.4 Governing Law. This Agreement will be interpreted under, and governed by, the laws of
the State of Illinois, without regard to choice of law principles.
14.5 Consent to Service of Process and Jurisdiction. The Contractor agrees to exclusive
jurisdiction of Illinois state and federal courts for the resolution of any dispute related to this
Agreement. The Contractor hereby irrevocably submits, and will cause any Contractor Related Parties to
submit, to the original jurisdiction of those State or Federal courts located within the County of Cook,
State of Illinois, with regard to any controversy arising out of, relating to, or in any way concerning the
execution or performance of this Agreement. The Contractor agrees that service of process on the
Contractor may be made, at the option of the Authority, either by registered or certified m ail addressed
to the applicable office as provided for in this Agreement, by registered or certified mail addressed to
the office actually maintained by the Contractor, or by personal delivery on any officer, director, or
managing or general agent of the Contractor.
14.6 Notices. All notices given under this Agreement shall be in writing, whether physical or
electronic, and will be deemed properly served (i) if delivered in person to the individual to whom it is
addressed, (ii) 3 days after deposit in the United States mail, if sent postage prepaid by United States
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 37
registered or certified mail, return receipt requested, or (iii) if sent via electronic mail to the address(es)
specified below, as follows:
If to the Authority: ____________________
(Project Manager)
Regional Transportation Authority
175 West Jackson Boulevard, Suite 1650
Chicago, Illinois 60604
email: ____________________
phone: ____________________
fax: ____________________
with a copy to: Manager of Procurement
and Contracting (at address listed above)
If to the Contractor: _______________________________
________________________________
________________________________
email: ____________________
phone: ____________________
fax: ____________________
The foregoing addresses may be changed from time to time by notice to the other party in the manner
provided for herein.
14.7 Interpretations. The headings of this Agreement are for convenience of reference only
and in no way define, limit or describe the scope or intent of this Agreement. Words importing the
singular number will include the plural number and vice versa, unless the context otherwise indicates.
All references to any exhibit or document will be deemed to include all supplements and/or
amendments to any such exhibits or documents entered into in accordance with the terms and
conditions hereof and thereof. All references to any person or entity will be deemed to include any
person or entity succeeding to the rights, duties and obligations of such persons or entities in
accordance with the terms and conditions of this Agreement.
14.8 Joint and Several Liability. In the event that the Contractor, or its successors or assigns,
if any, is comprised of more than one individual or other legal entity (or combination thereof), then and
in that event, each and every obligation or undertaking herein stated to be fulfilled or performed by the
Contractor will be the joint and several obligation and undertaking of each such individual or other legal
entity.
14.9 Third Party Beneficiaries. The parties agree that this Contract is solely for the benefit of
the parties and nothing herein is intended to create any third party beneficiary rights for Contractor
Related Parties or other third parties other than the Chicago Transit Authority, the Commuter Rail
Division of the Authority, and the Suburban Bus Division of the Authority.
14.10 Setoff. The Authority shall have the right of setoff of any claim of the Authority against
any payments due or to become due to the Contractor or the retention under this Agreement or any
other contract or obligation of the Contractor to the Authority.
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14.11 Severability. The invalidity of any one or more phrases, sentences, clauses or sections
contained in this Agreement will not affect the remaining portions of this Agreement or any part
thereof.
14.12 No Waiver of Legal Rights. Neither the acceptance by the Authority, or any
representative of the Authority, nor any payment for, or acceptance of, the whole or any part of the
Services, nor any extension of time, nor any possession taken by the Authority, will operate as a waiver
by the Authority of any portion of this Agreement, or of any power herein reserved, or any right of the
Authority to damages herein provided. A waiver of any breach of this Agreement will not be held to be a
waiver of any other or subsequent breach. The Authority may only waive its rights in a writing executed
by the Executive Director or General Counsel of the Authority. Whenever under this Agreement the
Authority by a proper power waives the Contractor's performance in any respect, or waives a
requirement or condition to either the Authority’s or the Contractor's performance, the waiver so
granted will only apply to the particular instance and will not be dee med a waiver forever or for
subsequent instance of the performance, requirement, or condition. No such waiver will be construed
as a modification of this Contract, regardless of the number of times the Authority may have waived the
performance, requirement, or condition.
14.13 Advertising and Publicity. The Contractor may not disclose, use, or refer to this
Agreement or any of its terms, or the name of the Authority, in any advertising, publicity releases,
promotional materials, or materials distributed to existing or prospective customers without the prior
written consent of the Authority.
14.14 Counterparts. This Agreement may be executed in one or more counterparts, which
together shall constitute one and the same instrument.
14.15 Other Agencies. Other local government agencies may negotiate their own agreements
with the Contractor based on the terms and conditions of this Agreement. Other agencies will issue
their own contracts directly to the Contractor. Participation by other agencies shall have no adverse
effect on the Authority. The Authority will not be responsible for any obligation due from any other
agency to the Contractor. The Authority will have no liability for the acts or omissions of any other
agency.
ARTICLE 15. REGARDING THE ILLINOIS DEPARTMENT OF TRANSPORTATION.
15.1 The records described in Article 2 must be available, upon reasonable prior notice, for
audit and review by the Illinois Department of Transportation (“IDOT”).
15.2 The Contractor will also indemnify, defend and hold harmless IDOT to the same extent
that it does the Authority under Article 8 of this Agreement.
15.3 IDOT, will not be subject to any obligations or liabilities by or to the Contractor or
Contractor Related Parties in connection with the Services, notwithstanding any concurrence in the retention
or solicitation of the Contractor or Contractor Related Parties.
15.4 To the extent IDOT is providing funding for all or any portion of the Contract Sum, the
Developments and Proprietary Rights are the sole property of IDOT. The Contractor hereby assigns (and
agrees to cause all Contractor Related Parties to assign) to IDOT the Contractor’s (or the Contractor Related
Parties’) entire right and interest in any such Development, and will execute (or cause the Contractor Related
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 39
Parties to execute) any documents in connection therewith that the Authority may reasonably request. The
Contractor agrees to enter into agreements with all of its Contractor Related Parties necessary to establish
IDOT’s ownership in the Developments, to the extent that IDOT is providing fundin g for all or any portion of
the Contract Sum, the Contractor agrees to provide the Authority with copies of such agreements if requested
by the Authority or IDOT. The foregoing does not apply to any inventions that the Contractor made prior to
the Contractor’s retention by the Authority, or to any inventions that the Contractor develops without using
any of the Authority equipment, supplies, facilities or Confidential Information and that do not relate to the
Services or the Authority business or research, or the Services the Contractor performs for the Authority. The
Contractor hereby grants to IDOT (to the extent IDOT is providing funding for all or any portion of the Contract
Sum) a perpetual, irrevocable, non-exclusive right and license, with the right to sublicense, to use all materials,
software, technology, data or other goods or services, that are not Developments but that are required to use
fully and completely the Developments.
15.5 To the extent IDOT is providing funding to pay all or a portion of the Contract Sum, this
Agreement and the obligation of the Authority to pay the Contract Sum is contingent upon approval of this
Agreement (if required by IDOT) and appropriation of the relevant funding by IDOT (which may in turn be
contingent upon an appropriation of funds to IDOT by the Illinois General Assembly or the federal
government). If IDOT fails to approve this Agreement (if approval is required by IDOT), appropriate such
funding or provide such funding, the Authority may terminate this Agreement and the Contractor will be
entitled to receive, as its sole and exclusive remedy, compensation for Services properly performed to the
date of termination to the extent the Authority has funds available and appropriated to pay the Contractor
such amount. Upon the request of the Contractor, the Authority will inform the Contractor as to whether
IDOT is providing funding to pay all or a portion of the Contract Sum and the status of approval of this
Agreement by IDOT. In the event of a conflict between this Agreement and any funding agreement between
the Authority and IDOT, the terms of such funding agreement will control.
15.6 IDOT will not be subject to any obligations or liabilities by or to the Contractor or
Contractor Related Parties in connection with the Services, notwithstanding any concurrence in the retention
or solicitation of the Contractor or Contractor Related Parties.
ARTICLE 16. REGARDING THE FEDERAL TRANSIT ADMINISTRATION.
16.1 Federal Assurances. The certifications, assurances and statements made by the
Contractor in this Article and the Federal Certifications and Assurances attached hereto as Exhibit J are true,
accurate and complete as of the date hereof. The term “Grantee” in the Federal Certifications and Assurances
shall be understood to mean “Contractor” f or the purposes of this Agreement.
16.2 Incorporation of FTA Terms. Federal Laws, Regulations, Requirements, and Guidance.
The Contractor agrees:
(1) To comply with the requirements of 49 U.S.C. chapter 53 and other applicable federal laws, regulations,
and requirements in effect now or later that affect its third party procurements,
(2) To comply with the applicable U.S. DOT Common Rules, and
(3) To follow the most recent edition and any revisions of FTA Circular 4220.1, “Third Party Contracting
Guidance,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance.
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16.3 Access to Records. The Contractor and all Contractor Related Parties must provide to the
U.S. Secretary of Transportation and the Comptroller General of the United States or their duly authorized
representatives, access to all records as required by 49 U.S.C. § 5325(g).
16.4 Federal Indemnity. The Contractor will also indemnify, defend and hold harmless the
Federal Transit Administration (the “FTA”) to the same extent that it does the Authority under Article 8 of this
Agreement.
16.5 No Federal Government Obligations. The Federal Government shall not be subject to
any obligations or liabilities to the Contractor or any Contractor Related Party. Notwithstanding that the
Federal Government may have concurred in or approved any solicitation, subagreement, lease, third party
contract, or arrangement in connection with this Agreement, the Federal Government has no obligations or
liabilities to any entity other than the Authority, including the Contractor and all Contractor Related Parties.
16.6 Fraud and False or Fraudulent Statements or Acts. The Program Fraud Civil Remedies
Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq., and U.S. DOT regulations, “Program Fraud Civil Remedies,”
49 C.F.R. Part 31, apply to the Contractor’s and all Contractor Related Parties’ activities in connection with the
Project. By executing this Agreement, the Contractor certifies or affirms the truthfulness and accuracy of each
statement it has made, it makes, or it may make in connection with the Services. In addition to other penalties
that may apply, the Contractor also acknowledges that if it makes a false, fictitious, or fraudulent claim,
statement, submission, certification, assurance, or representation to the Federal Government, the Federal
Government reserves the right to impose on the Recipient the penalties of the Program Fraud Civil Remedies
Act of 1986, as amended, to the extent the Federal Government deems appropriate. If the Contractor makes a
false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the
Federal Government or includes a false, fictitious, or fraudulent statement or representation in any agreement
with the Federal Government in connection with a Project authorized under 49 U.S.C. chapter 53 or any other
Federal law, the Federal Government reserves the right to impose on the Recipient the penalties of 49 U.S.C. §
5323(l), 18 U.S.C. § 1001, or other applicable Federal law to the exte nt the Federal Government deems
appropriate.
16.7 Federal Changes. The Contractor agrees that Federal laws and regulations control the
award and implementation of the Services. The Contractor also agrees that certain Federal directives provide
Federal guidance applicable to the Services, except to the extent that FTA determines otherwise in writing.
Thus, FTA strongly encourages adherence to applicable Federal directives. The Contractor understands and
agrees that unless the Contractor or the Authority requests FTA approval in writing, the Contractor may incur
a violation of Federal laws or regulations. The Contractor understands and agrees that Federal laws,
regulations, and directives applicable to the Services and to the Contractor on the date on which this
Agreement was executed may be modified from time to time. In particular, new Federal laws, regulations, and
directives may become effective after the date on which the Contractor executes this Agreement, and might
apply to this Agreement. The Recipient agrees that the most recent of such Federal laws, regulations, and
directives will apply to the administration of the Project.
16.8 Energy Conservation. The Contractor agrees to comply with applicable mandatory
energy efficiency standards and policies of applicable State of Illinois energy conservation plans issued in
accordance with the Energy Policy and Conservation Act, as amended, 42 U.S.C. §§ 6321 et seq., except to the
extent that the Federal Government determines otherwise in writing.
16.9 Federal Termination Provisions. The Contractor agrees that the Federal Government
may suspend or terminate all or any part of the Federal assistance to be provided for the Services if the
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 41
Authority has violated the terms of its Grant Agreement or Cooperative Agreement for the Ser vices, or if the
Federal Government determines that the purposes of the laws authorizing the Services would not be
adequately served by the continuation of Federal assistance for the Services. The Contractor understands and
agrees that any failure to make reasonable progress on the Services that endangers substantial performance
of the Services shall provide sufficient grounds for the Federal Government to terminate its assistance for this
Agreement. In general, termination of Federal assistance for the Pro ject will not invalidate obligations
properly incurred by the Authority before the termination date to the extent those obligations cannot be
canceled. If, however, the Federal Government determines that the Authority has willfully misused Federal
assistance by failing to make adequate progress, by failing to make reasonable and appropriate use of the
Services, or by failing to comply with the terms of any applicable grant agreements for the Services including
this Master Agreement, the Federal Government m ay require the Authority to refund the entire amount of
Federal assistance provided for the Project or any lesser amount as the Federal Government may determine,
which refund would take precedence over payment to the Contractor were the Authority’s appropr iation
insufficient to fund both amounts.
16.10 Debarment and Suspension. The Contractor agrees to comply, and assures the
compliance of each Contractor Related Party, with Executive Orders Nos. 12549 and 12689, “Debarment and
Suspension,” 31 U.S.C. § 6101 note, and U.S. DOT regulations, “Nonprocurement Suspension and Debarment,”
2 CFR Part 1200, which adopts and supplements the provisions of U.S. Office of Management and Budget (U.S.
OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonpro curement),” 2 CFR
Part 180. The Contractor agrees to, and assures that each Contractor Related Party will, review the “Excluded
Parties Listing System” at http://epls.gov/ before entering into any arrangement in connection with the
Services.
16.11 Disputes, Breaches, Defaults, or Other Litigation. The Recipient agrees that FTA has a
vested interest in the settlement of any dispute, breach, default, or litigation involving the Project.
Accordingly:
a. Notification to FTA. The Recipient (in this case, the Authority ) agrees to notify FTA in writing of any current
or prospective major dispute, breach, default, or litigation that may affect the Federal Government’s interests
in the Project or the Federal Government’s administration or enforcement of Federal laws or reg ulations. If
the Recipient seeks to name the Federal Government as a party to litigation for any reason, in any forum, the
Recipient agrees to inform FTA in writing before doing so. At a minimum, each notice to FTA under this Section
56 of this Master Agreement shall be provided to the FTA Regional Counsel within whose Region the Recipient
operates its public transportation system or implements the Project.
b. Federal Interest in Recovery. The Federal Government retains the right to a proportionate share o f any
proceeds derived from any third party recovery, based on the percentage of the b. Notification to FTA. If a
current or prospective legal matter that may affect the Federal Government emerges: Federal share awarded
for the Project, except that the Recipient may return liquidated damages recovered to its Project Account in
lieu of returning the Federal share to the Federal Government.
c. Enforcement. The Recipient agrees to pursue its legal rights and remedies available under any third party
contract or available under law or regulations.
d. FTA Concurrence. FTA reserves the right to concur in any compromise or settlement of any claim involving
the Project and the Recipient.
e. Alternative Dispute Resolution. FTA encourages the Recipient to use alter native dispute resolution
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 42
procedures, as may be appropriate.
16.12 Lobbying. The Contractor agrees that: (i) In compliance with 31 U.S.C. § 1352(a), it will not use
funds received from this Agreement to pay the costs of influencing any officer or employee of a Federal agency,
Member of Congress, officer of Congress or employee of a member of Congress, in connection with making or
extending the Grant Agreement or Cooperative Agreement funding this Agreement; (ii) in addition, it will comply
with other applicable Federal laws and regulations prohibiting the use of Federal assistance for activities designed to
influence Congress or a State legislature with respect to legislation or appropriations, except through proper, official
channels; and (iii) It will comply, and will assure the compliance of each Contractor Related Party, with U.S. DOT
regulations, “New Restrictions on Lobbying,” 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352.
16.13 Clean Air. Except to the extent the Federal Government determines othe rwise in writing,
the Contractor agrees to comply with all applicable Federal laws and regulations in accordance with
applicable Federal directives implementing the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q.
16.14 Clean Water. Except to the extent the Federal Government determines otherwise in
writing, the Contractor agrees to comply with all applicable Federal laws and regulations in accordance with
applicable Federal directives implementing the Clean Water Act, as amended, 33 U.S.C. §§ 1251 thr ough
1377.
16.15 Patent Rights; Right in Data and Copyrights. To the extent the FTA is providing funding
for all or any portion of the Contract Sum, the Developments and Proprietary Rights are the sole property of
the FTA. The Contractor hereby assigns (and agrees to cause all Contractor Related Parties to assign) to the
FTA the Contractor’s (or the Contractor Related Parties’) entire right and interest in any such Development,
and will execute (or cause the Contractor Related Parties to execute) any documents i n connection therewith
that the Authority may reasonably request. The Contractor agrees to enter into agreements with all of its
Contractor Related Parties necessary to establish the FTA’s ownership in the Developments and agrees to
provide the Authority with copies of such agreements if requested by the Authority or the FTA. The foregoing
does not apply to any inventions that the Contractor made prior to the Contractor’s retention by the
Authority, or to any inventions that the Contractor develops without using any of the Authority equipment,
supplies, facilities or Confidential Information and that do not relate to the Services or the Authority business
or research, or the Services the Contractor performs for the Authority. The Contractor hereby grants t o the
FTA (to the extent the FTA is providing funding for all or any portion of the Contract Sum) a royalty -free,
perpetual, irrevocable, non-exclusive right and license, with the right to sublicense, to use all materials,
software, technology, data or other goods or services, that are not Developments but that are required to use
fully and completely the Developments.
16.16 Federal Certifications and Assurances. The Contractor agrees to comply with all
applicable provisions of the Federal Certifications and Assu rances, attached hereto as Exhibit J.
ARTICLE 17. CONTRACT DOCUMENTS
17.1 Contract Documents. Each of the following described documents, when required by the
solicitation (the “Contract Documents”) (copies of which are attached hereto) is hereby incorporated
herein and forms a part of this Agreement:
Exhibit A: Scope of Services
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 43
Exhibit B: Payment Terms
Exhibit C: Schedule
Exhibit D: Vendor/Contractor Certification
Exhibit E: RTA Certifications and Assurances
Exhibit F: Insurance Requirements
Exhibit G: Key Personnel
Exhibit H: Contractor Related Parties
Exhibit I: DBE Compliance Plan
Exhibit J: Federal Certifications and Assurances
Exhibit K: Lobbying Restrictions
17.2 Conflicts among Contract Documents. In the event of a conflict between the terms of
this Agreement and the terms of any of the other Contract Documents, the terms of this Agreement will
govern.
[This space intentionally left blank]
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 44
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates recited below.
[Name of Contractor]
By___________________________________
Regional Transportation Authority
By___________________________________
(Print Name)___________________________
Title__________________________________
Date:_________________________________
Leanne P. Redden
Title: Executive Director
Date:_________________________________
Approved as to form and legality
By___________________________________
Title: Deputy General Counsel
Date:_________________________________
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 45
APPENDIX B
EEO COMPLIANCE REQUIREMENTS
I. EEO Compliance Requirements
The Regional Transportation Authority requires that all proposers/bidders submit the information below to the RTA
Regulatory Compliance Officer, 175 West Jackson, Suite 1650, Chicago, Illinois 60604 along with the bid/proposal. It is to be
clearly identified and marked to the attention of the RTA Regulatory Compliance Officer.
EQUAL EMPLOYMENT OPPORTUNITY
1. For bids or proposals $50,000 or more, or for any bid amount which when added to prior awa rds made to the
bidder/proposer within the calendar year preceding the bid opening date equals $50,000 or more, the
bidder/proposer shall provide:
a. Current Work Force Utilization Analysis (Exhibit A , attached)
b. Current Affirmative Action Plan (only required if bidder/proposer employs more than 15 persons)
2. For bids or proposals $20,000 to $49,999, or for any bid amount which when added to prior awards made to the
bidder within the calendar year preceding the bid opening date will equal $20,000 or more, the bidder/proposer
shall provide:
a. Current Work Force Utilization Analysis
The Work Force Utilization Analysis submitted (or on file with the RTA) must be dated within the 12 month period
preceding contract award. The Affirmative Action Progra m (including goals and timetables for correcting underutilization,
where applicable) must be acceptable and current at the time of contract award.
DEFINITIONS:
Disadvantaged Business Enterprise (DBE): means a small business concern:
(1) Which is at least 51 percent owned by one or more socially and economically disadvantaged individuals, or in the
case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and
economically disadvantaged individuals; and
(2) Whose management and daily business operations are controlled by one or more of the socially and economically
disadvantaged individuals who own it.
Socially and Economically Disadvantaged Individuals: means those individuals who are citizens of the United States (or lawfully
admitted permanent residents) and who are:
(1) BLACK: A person with origins in any of the black racial groups of Africa, who is not of Hispanic origin.
(2) HISPANIC: A person of Mexican, Puerto Rican, Cuban, Dominican, Central or South Am erican, or other Spanish or
Portuguese culture or origin, regardless of race;
(3) NATIVE AMERICAN: A person of American Indians, Eskimos, Aleuts, or Native Hawaiian origin.
(4) ASIAN or PACIFIC ISLANDERS: A person of Japan, China, Taiwan, Korea Burma (Myanmar), Vietnam, Laos,
Cambodia (Kampuchea), Thailand, Malaysia, Indonesia, the Philippines, Brunei, Samoa, Guam, the U.S. Trust
Territories of the Pacific Islands (Republic of Palau), the Commonwealth of Northern Marianas Islands, Macao, Fiji,
Tonga, Kiribati, Tuvalu, Nauru, Federated States of Micronesia or Hong Kong. The Indian subcontinent including:
Bangladesh, Bhutan, India, Nepal, Sikkim, Pakistan and Sri Lanka.
(5) “WOMEN,” regardless of race, ethnicity, or origin; and
(6) “OTHER,” individuals found to be socially and economically disadvantaged by the Small Business Administration
(SBA) pursuant to Section 8(a) of the Small Business Act
CURRENT WORKFORCE UTILIZATION ANALYSIS
(Exhibit A)
Company: _____ Date:
Address: City: State: Zip: ______
Prepared By: _____ Title: Phone: ______ Email:____________________
Have you field an Affirmative Action Plan with the RTA? Yes No
Job Categories Totals Male Female
White Black Hispanic Native
American
Asian or
Pacific
Islander
White Black Hispanic Native
American
Asian or
Pacific
Islander
Officials/Managers
Availability
Professionals
Availability
Technicians
Availability
Sales Workers
Availability
Office and Clerical
Availability
Skilled Craftsmen
Availability
Semi-Skilled
Craftsmen
Availability
Laborers
Availability
Service Workers
Availability
Other
TOTALS
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 47
CIVIL RIGHTS REQUIREMENTS
The following requirements apply to this Contract:
(1) Nondiscrimination – In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S. § 2000d, secti on
303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the American with
Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees
that it will not discriminate against any employee or applicant for employment because of race, color, creed,
national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal
implementing regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity – The following equal employment opportunity requirements apply to this
Contract.
a. Race, Color, Creed, National Origin, Sex – In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. §
2000e, and Federal Transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal
employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract
Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq, (which
implement Executive Order No. 11375, “Amending Executive Order 11246 relating to Equal Employment Opportunity,”
42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive or ders, regulations, and Federal policies
that may in the future affect any activities undertaken in the course of this project. The Contractor agrees to take
affirmative action to ensure that applicants are employed, and that employees are treated during e mployment,
without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to,
the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination; rates of pay or other forms of compensation; and selection of training; including apprenticeship. In
addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
b. Age – In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 623
and Federal transmit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and
prospective employees for reason of age. In addition, the Contractor agrees t o comply with any implementing
requirements FTA may issue.
c. Disabilities – In accordance with section 102 of the American with Disabilities Act, as amended, 42 U.S.C. § 12112, the
Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission,
“Regulations to Implement the Equal Employment Provisions of the American with Disabilities Act,” 29 C.F.R. Part 1630,
pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply wit h any
implementing requirements FTA may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal
assistance provided by FTA, modified only if necessary to identify the affected parties.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 48
APPENDIX C
DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS
REGIONAL TRANSPORTATION AUTHORITY (RTA)
DISADVANTAGED BUSINESS ENTERPRISE (DBE) COMPLIANCE PLAN
Project name:
Vendor name:
Instructions for Completing the DBE Compliance Plan
It is the objective of the RTA to promote the participation of DBEs in the performance of its contracts. To
promote this objective, the RTA has established a DBE Program in conformance with U.S. Department of
Transportation (U.S. DOT) regulations at 49 CFR Part 26. Additional information and guidance about the
regulations is available athttp://www.dot.gov/osdbu/. Additional information on the RTA’s DBE Program is
available at http://www.rtachicago.org/about-us/doing-business.
A proposer or bidder for this RTA project (referred to herein as “Vendor”) must either achieve or exceed the
DBE contract goal established for this project through DBE participation or must sufficientl y document its
good faith efforts to meet the DBE goal.
A DBE is a business certified through the Illinois Unified Certification Program (IL UCP) or through another
state’s certification program, in accordance with the U.S. DOT’s requirements. The firm m ust be certified as a
DBE at the time of bid or proposal submittal in order to be counted as a DBE on this project. Other
certifications are not acceptable and dollars spent with firms not DBE certified will not be counted towards
achieving the DBE contract goal on this project. Information on DBE certification in Illinois through the IL UCP,
including a listing of certified DBEs, is available at http://www.idot.illinois.gov/doing-
business/certifications/disadvantaged-business-enterprise-certification/il-ucp-directory/index. All DBE
certifications must be pre-certifications, i.e., certifications that have been made final before the due date for
bids/proposals as required by 49 CFR 26.81(c).
All Vendors must submit the DBE Compliance Plan to the RTA at the time specified by the RTA. A Vendor that
is itself a DBE must still submit the DBE Compliance Plan to the R TA. Specific instructions for completing this
DBE Compliance Plan are included for each Section. The DBE Compliance Plan must be signed and dated by an
authorized representative of the Vendor. If the DBE Compliance Plan is not submitted at the time spec ified
by the RTA, the Vendor’s bid/proposal may be deemed non-responsive and be rejected.
The RTA-approved DBE Compliance Plan will be incorporated into any contract relating to this project and will
be attached as an exhibit thereto. Sections I – VII are the DBE Compliance Plan and supporting forms.
Questions about this DBE Compliance Plan may be directed to the RTA’s Regulatory Compliance Officer by
email at reddl@rtachicago.org or by telephone at 312-913-3212.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 49
DBE Compliance Plan Check List
Please complete the following steps:
( ) Review Section I, DBE Program Provisions and DBE Compliance Plan Instructions.
( ) Complete and sign Section II, DBE Participation Commitment, even if no DBEs will be utilized. Submit it
with your bid/proposal (or as otherwise specified by the RTA).
Designate the Vendor’s DBE contact person for the project.
List all DBE subconsultants, subcontractors, suppliers and joint venture partners.
Describe the area of specialty and type of work to be performed by the DBE
subconsultant, subcontractor, supplier and joint venture partner.
List the dollar amount of DBE participation commitment.
List the total proposal/contract price.
( ) If the DBE contract goal was not fully achieved through participation, complete Section III,
Documentation of Good Faith Efforts to Achieve DBE Contract Goal, and submit it with your
bid/proposal (or as otherwise specified by the RTA).
Complete the Good Faith Efforts checklist and attach relevant documents.
Complete Good Faith Efforts Contacts Log.
( ) If the Vendor proposes to achieve the DBE contract goal by entering into a joint venture arrangement
with a DBE, complete Section IV, DBE Joint Venture Agreement. Submit a copy of the Joint Venture
Agreement with your bid/proposal (or as otherwise specified by the RTA).
( ) Complete Section V, Letter of Intent, for each DBE proposed to be utilized on the project as a
subconsultant, subcontractor or supplier (but not as a joint venture partner), and submit it with your
bid/proposal (or as otherwise specified by the RTA).
( ) Have an authorized officer of the Vendor sign Section VII, Attestation, and have it notarized.
( ) Submit entire DBE Compliance Plan to the RTA with your bid/proposal (or as otherwise specified by the
RTA).
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 50
SECTION I
DBE PROGRAM PROVISIONS AND DBE COMPLIANCE PLAN INSTRUCTIONS
The DBE Compliance Plan must list all DBE firms that will participate on the project as subconsultants,
subcontractors, suppliers or joint venturer partners for the Vendor. By listing a subconsultant, subcontractor,
supplier or joint venture partner on the DBE Compliance Plan, the Vendor indicates that the firm agrees to the
price and scope of work proposed. In the event the Vendor is awarded a contract (or, in the case of a task
order contract, task orders are established), the Vendor agrees to contract with the firms listed on the
Compliance Plan for the scope and price disclosed. These Provisions and Instructions will be incorporated by
reference into the contract.
Counting DBE Participation Towards the DBE contract Goal
All DBE’s must be certified at the time the bid/proposal is submitted to the RTA. The value of the work actually
performed by the DBE, including supplies purchased or equipment leased by the DBE, will be counted toward
the DBE contract goal established by the RTA in the manner set forth in 49 CFR 26.55.
If a DBE subconsultant, subcontractor, supplier or joint venture partner elects to subcontract part of the work
to another firm (i.e., to a second tier subcontractor), the value of the second tier work may be counted toward
the DBE contract goal only if the second tier subcontractor is itself a DBE. Work that a DBE subcontracts to a
second tier non-DBE will not count towards the goal.
After contract award, when evaluating compliance with DBE requirements, the RTA will not credit the
participation of a DBE subconsultant, subcontractor or supplier towards the DBE contract goal until that
amount has been paid to the DBE.
The participation of a DBE subconsultant, subcontractor, supplier or joint venture partner that “graduates”
from the Illinois Unified Certification Program, or another state’s program, based upon exceeding the firm size
or personal net worth limitations, after contract award and execution of a subcontract with the Vendor, will
be counted toward achieving the contract goal (as set forth in 49 CFR 26.87(i)). The participation of a DBE
subconsultant, subcontractor, supplier or joint venture partner that loses its certification eligibility before it
signs a subcontract for this RTA project for any reason or as a result of fraud, collusion or any other
misconduct after contract award shall not be counted toward the contract goal. RTA may require that a
subconsultant, subcontractor, supplier or joint venture partner that loses its certification because of
misconduct be replaced.
The DBE must perform a “Commercially Useful Function” on the contract in the “Area of Specialty” for which it
is certified as a DBE to be counted towards the DBE contract goal. Commercially Useful Function means
responsibility for the execution of a distinct element of the work on the project and carrying out its
responsibilities by actually performing, managing, and supervising the work involved. To determine whether a
firm is performing a Commercially Useful Function, the RTA will evaluate the amount of work subcontracted,
whether the amount the firm is to be paid under the contract is commensurate with the work it is actually
performing and the credit claimed for its performance of the work, industry practices, and other relevant
factors. Area of Specialty means the description of a DBE’s activity most reflective of the firm’s claimed
specialty or expertise, as listed on its IL UCP letter of certification. The RTA does not make any representations
concerning the ability of any DBE to perform work within its Area of Specialty or the quality of any DBE’s work.
It is the responsibility of the Vendor to determine the capability and capacity of DBEs to perform the proposed
work.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 51
Demonstrating Good Faith Efforts to Achieve the DBE Contract Goal
If the Vendor cannot achieve the DBE contract goal through DBE participation on the contract (or, in the case
of a task order contract, on the relevant task order), it must document adequate “Good Faith Eff orts” to do so
in Section III of this document, including providing any supporting documentation requested by the RTA in
order for the bid/proposal to be deemed responsive.
A Vendor must show that it took all necessary and reasonable steps to achieve the DBE goal. The fact that
there may be some additional costs involved in finding and using DBEs is not in itself sufficient reason for a
Vendor’s failure to achieve the DBE contract goal, as long as such costs are reasonable. Also, the ability or
desire of a Vendor to perform the work on the project with its own forces or organization does not relieve the
Vendor of the responsibility to achieve the DBE contract goal through participation or to make Good Faith
Efforts to do so. A Vendor is not, however, required to accept higher quotes from DBEs if the price difference
is excessive or unreasonable.
The RTA, in its sole discretion, will determine whether the Vendor has made adequate Good Faith Efforts to
achieve the DBE contract goal. In evaluating the Vendo r’s Good Faith Efforts, the DBE participation and/or
Good Faith Efforts of other vendors on this project or projects of a similar nature may be considered for
comparative purposes.
If the RTA determines that the Vendor has made Good Faith Efforts to achieve the DBE contract goal, the
Vendor will be eligible for contract award (provided that it is otherwise eligible for award).
If the RTA determines that the Vendor has not made Good Faith Efforts to achieve the DBE contract goal, the
RTA will notify the Vendor of that determination and will provide the apparent successful Vendor an
opportunity for administrative reconsideration prior to contract award as set forth in 49 CFR 26.53(d).
The RTA may request written clarification of items on the DBE Compliance Plan; however, such clarification
does not provide an opportunity to augment listed DBE participation commitments or Good Faith Efforts.
Changes to the DBE Compliance Plan are permitted only pursuant to the procedures established in Section VI
of this document.
Only those vendors who make adequate good faith efforts to meet a contract DBE goal on a contract funded
in whole or in part with federal funds will be eligible for contract award.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 52
Joint Ventures with DBEs
Joint venture(s) that the Vendor enters into with DBEs may be counted toward the DBE contract goal. A joint
venture is an association between two or more persons, or any combination of types of business enterprises
and persons numbering two or more, proposing to perform a for -profit business enterprise in which each joint
venture partner contributes property, capital, effort, skill and knowledge, and in which the DBE joint venturer
is responsible for a distinct, clearly defined portion of the work on the project and whose share in the capital
contribution, control, management, risks, and profits of the joint venture are commensurate with its
ownership interest. Joint venturers must have an agreement in writing specifying the terms and conditions of
their relationships and their risks and respon sibility. The joint venturers must complete Section VI of the DBE
Compliance Plan, submit a copy of their joint venture agreement at the time of submitting their DBE
Compliance Plan, and must each provide the attestation to the DBE Compliance Plan at Sect ion VII of this
document.
Changes to the DBE Compliance Plan or Substitutions of
Subconsultants, Subcontractors or Suppliers
The Vendor may not make changes to its DBE Compliance Plan or its contractual DBE commitments, or
substitute a subconsultant, subcontractor or supplier at any time, without the prior written approval of the
RTA. Requests for changes or substitutions must be made on the form provided in Section VI of this
document. Unauthorized changes or substitutions, including the performance by the Vendor’s own forces
of the work designated for a subconsultant, subcontractor or supplier may render the Vendor ineligible for
contract award or, if a contract has already been established, will be considered a material breach of the
contract. The facts supporting the request for changes or substitutions must not have been known, or could
not reasonably have been known, by the Vendor prior to submitting the DBE Compliance Plan to the RTA.
Section VI, Request for Change of Compliance Plan, should be submitted only if and when the Vendor seeks to
change its DBE Participation Commitments as contained in Section II of this document, or make any other
changes to its previously submitted DBE Compliance Plan. Changes or substitutions requested by the Vendo r
shall not be considered approved until such approval is given to the Vendor by the RTA in writing.
In the event that a Vendor’s request for change(s) to its Compliance Plan or substitution(s) will result in a
change in the Vendor’s DBE participation, and the revised participation does not achieve the DBE commitment
in the Compliance Plan, the Vendor will be required to submit an updated Section III of the DBE Compliance
Plan to demonstrate that it made Good Faith Efforts to achieve the DBE contract goal.
If the Vendor’s request involves adding a new DBE subconsultant, subcontractor or supplier, the Vendor must
submit with the Request for Change of Compliance Plan a signed and notarized Letter of Intent (Section V of
this document), from the DBE identified in the revised Compliance Plan.
The RTA will evaluate the Vendor’s request and, in its sole discretion, may approve or reject the request. The
written request for a change or substitution must state specific reasons for the proposed change or
substitution. Acceptable reasons for changes may include, but are not limited to, the following:
Unavailability of the subconsultant, subcontractor or supplier after the initial submission of the DBE
Compliance Plan;
Failure of the subconsultant, subcontractor or supplier to perform the agreed scope(s) of work;
Financial incapacity of the subconsultant, subcontractor or supplier;
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 53
Failure of the subconsultant, subcontractor or supplier to honor the proposal price;
Mistake of fact or law about the scope(s) of work where a reasonable price cannot be agreed upon;
Failure of the subconsultant, subcontractor or supplier to meet bonding, insurance, or licensing
requirements specified in the solicitation; or
Withdrawal of the bid or proposal by the subconsultant, subcontractor or supplier.
A statement from the DBE to be substituted stating why it cannot perform on the project may be submitted to
support the request. Where the reason for the requested change is a valid mistake or disagreement between
the Vendor and the subconsultant, subcontractor or supplier on the scope of work, the request must
document all efforts made by the parties to reach an agreement for a reasonable price for the corrected scope
of work.
Records Retention
The Vendor must maintain a record of all relevant data with respect to the utilization of DBEs, including but
without limitation, payroll records, invoices, canceled checks, sworn statements and books of account for a
period of at least 5 years after the RTA’s final acceptance of the work . Full access to these records shall be
granted to the RTA, or to any municipal, state or federal authorities, by the Vendor upon 48 hours written
demand by the RTA. The RTA shall have the right to obtain from the Vendor any additional data reasonably
related or necessary to verify any representations by the Vendor in the DBE Compliance Plan or documents
regarding the Vendor’s compliance with its Compliance Plan or the DBE Program Provisions .
Sanctions
The RTA reserves the right to withhold payment to the Vendor to enforce the provisions of the Vendor’s DBE
Compliance Plan and the RTA’s DBE Program. Final payment shall not be made on the contract until the
Vendor demonstrates, to the reasonable satisfaction of the RTA, achievement of the DBE contract go al or its
Good Faith Efforts to achieve the DBE contract goal, pursuant to its DBE Compliance Plan.
The RTA will periodically review the Vendor’s compliance with its DBE Compliance Plan and the terms of its
contract. Without limitation, the Vendor’s failure to comply with its DBE Compliance Plan, failure to
cooperate in providing information regarding its compliance, or the provision of false or misleading
information or statements concerning compliance, certification status of subconsultants, subcontract ors,
suppliers or joint venture partners, Good Faith Efforts or any other material fact or representation shall
constitute a material breach of contract and entitle the RTA to declare a default, terminate the contract, or
exercise those remedies provided for in the contract or at law or in equity.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 54
SECTION II
DBE Participation Commitment
This form must be completed and su bmitted by the Vendor with its bid or proposal (or at the time
otherwise specified by RTA) even if no DBE subcontractors will be utiliz ed. Failure to do so may render the
Vendor’s bid/proposal non-responsive and cause it to be rejected and/or render the Vendor ineligible for
contract award, at the RTA’s sole discretion.
Project Name:
Vendor Name:
RTA’s DBE contract goal for the project: __________%
The undersigned will enter into complete subcontracts, purchase orders or other appropriate agreements or
joint venture agreements with all listed DBEs for work as described in this Section II, DBE Participation
Commitment, and will enter into such agreements within 5 business days after the date of final execution of
the contract with the RTA (or, in the case of a task order contract, 5 business days after final execution of the
relevant task order to which the DBE participation commitments apply). Copies of each signed subcontract,
purchase order, or other agreement with a DBE must be submitted to the RTA within 10 business days after
execution.
The Vendor designates the following as its DBE contact person:
Name: ____________ _____
Please Print or Type
Address:______________________________________________________________________
_______________________________________________________________________
Telephone:______________________________________________________ E mail: __________________________________
All DBEs must be certified at the time you submit your proposal. If the DBE contract goal is achieved, in whole
or in part, through a joint venture with a DBE, you must also complete the Joint Venture Affidav it, Section III,
and submit it along with a copy of the joint venture agreement with your bid/proposal (or as otherwise
specified by the RTA).
All DBE subconsultants, subcontractors, suppliers or joint venture partners must be listed on the following
form.
By: ___________________________
___________________________
Name/Title
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 55
DBE Prime, Subconsultant, Subcontractor, Supplier or Joint Venture Partner Participation Commitments:
Name of Prime, Subconsultant,
Subcontractor, Supplier or
Joint Venture Partner
Is firm certified as a DBE – yes or
no? If yes, please identify the
state the firm is certified in.
If DBE certified, list DBE
Area of Specialty.
Description of Work to be
Performed
Dollar amount of subcontract
$____________
$____________
$_____________
$_____________
Total DBE participation: (Total
Dollar Amount of all DBE
subcontracts).
Total proposal/contract price:
$ ______________________
$_____________
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 56
SECTION III
Documentation of Good Faith Efforts to Achieve DBE Contract Goal
If the DBE contract goal was not achieved, the Good Faith Efforts checklist (Section III A) and contacts log
(Section III B) must be submitted with your bid or proposal (or as oth erwise specified by the RTA). Failure to
do so may render the Vendor’s bid/proposal non-responsive and cause it to be rejected, and/or render the
Vendor ineligible for contract award, at the RTA’s sole discretion . The Vendor must provide documentation
in support of its Good Faith Efforts to the RTA at the time it submits its bid or proposal. The RTA also reserves
the right to independently verify that these efforts have been made.
SECTION III A
Good Faith Efforts Checklist
A representative of the Vendor should insert his/her initials on the line before each of the efforts described
below that have been undertaken by the Vendor. Documentation evidencing those activities undertaken by
the Vendor should be attached to this form. If any of the items below were not completed, attach a detailed
written explanation why such effort was not completed. If any other efforts were made to obtain DBE
participation in addition to the items listed below, attach a detailed written explanation of those efforts. The
amount of effort that a Vendor must undertake to meet the DBE contract goal varies from contract to contract
but includes a number of distinct activities geared to actually finding DBE subcontractors. Examples of the
types of documentation that may be attached to support good faith efforts are listed below. These are
examples only and are not intended to be the only type of documentation that Vendors can use. The Vendor
should use its own judgment when determining which documentation in its possession best evidences the
good faith efforts it has made.
______Identified portions of the project work which could be performed by available DBEs, including, where
appropriate, breaking out contract work items into economically feasible units to facilitate DBE
participation.
Ex: A clear summary of the work the Vendor intends to perform with its own employees
and a clear summary of the work the Vendor identified as available for subcontracting.
______Solicited through reasonable and available means (e.g., written n otices, advertisements) DBEs to
perform the types of work that could be subcontracted on this project, within sufficient time to allow
them to respond. (The IL UCP Directory is available at http://www.idot.illinois.gov/doing-
business/certifications/disadvantaged-business-enterprise-certification/index.)
Ex: Copies of all advertisements, notices and solicitation letters placed in newspapers, trade
magazines or small business media, posted in any public place or sent directly to DBE
firms.
______Provided timely and adequate information about the plans, specifications and requirements of the
project. Followed up initial solicitations to answer questions and encourage DBEs to submit proposals
or bids.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 57
Ex: Completion of the attached Good Faith Efforts Contact s Log including information on
dates of initial contact and all follow-up contacts w/DBE’s. If contact was written, copies
of solicitation letter and any other written information could be attached.
______Negotiated in good faith with interested DBEs that submitted proposals or bids and thoroughly
investigated their capabilities.
Ex: Explain thoroughly why you were not able to reach agreement with each DBE listed on
the Good Faith Efforts Contacts Log and attach copy of bids if any, submitted by those
DBE’s.
______Made efforts to assist interested DBEs in obtaining bonding, lines of credit, or insurance as may be
required for performance of the contract (if applicable).
Ex: A brief written description of the assistance provided to DBEs.
______Utilized resources available to identify available DBEs, including but not limited to DBE assistance
groups; local, state and federal minority or women business assistance offices; and other organizations
that provide assistance in the recruitment and placement of DBEs.
Ex: Copies of letters, facsimiles and email messages sent to organizations, and responses
received, and name and phone number of person(s) contacted.
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 58
SECTION III B
Good Faith Efforts Contacts Log for Soliciting
DBE Subconsultant, Subcontractor or Supplier Participation
Use this form to document all contacts and responses (telephone, e -mail, fax, etc.) regarding the solicitation of DBE subconsultants, subcontractors
and suppliers. Duplicate as needed. (It is not necessary to show contacts wit h DBEs with which the Vendor reached an agreement to participate
on this project, as shown on Section II of this document.)
Name of DBE firm Date and method of contact Scope of work solicited Reason agreement was not
reached
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 59
SECTION IV
DBE Joint Venture Agreement
If Vendor proposes to utilize a joint venture arrangement for this project to meet the DBE contract goal, this
form must be submitted with the bid or proposal (or as otherwise specified by the RTA). Fai lure to do so
may render the Vendor’s bid/proposal non-responsive and cause it to be rejected, and/or render the
Vendor ineligible for contract award, at the RTA’s sole discretion. (Attach additional sheets as necessary for
additional joint venture partners.)
Attach a copy of the joint venture agreement(s). The agreement(s) must describe each partner’s roles and
responsibilities and demonstrate that the DBE partner’s share in the capital contribution, control,
management, risks, costs and profits of the joint venture is equal to its ownership interest.
If there is any change in the information submitted below or to the joint venture agreement after this form is
submitted to the RTA, you must immediately inform the RTA.
Name of joint venture:
Address:
Telephone: Fax: Email:
Contact person:
Name of non-DBE partner:
Address:
Telephone: Fax: Email:
Contact person:
Name of DBE partner:
Address:
Telephone: Fax: Email:
Contact person:
RFP No. 4463 – North Central Service Corridor Analysis and Implementation Plan pg. 60
SECTION V
Letter(s) of Intent between Vendor and
DBE Subconsultant, Subcontractor or Supplier
A separate Letter of Intent must be provided for each DBE subconsultant, subcontractor or supplier. Failure
to provide a Letter of Intent may result in that DBE firm’s participation not being counted for purposes of
achieving the DBE contract goal. The Letter of Intent must match the description of services or pro ducts and
the amount stated in Section II, DBE Participation Commitment. (Duplicate this form as needed.)
Project name:
Name of Vendor:
Address:
Street City State Zip Code
Telephone: (____)_________ Fax: (____)_________ Email: _______
Name of DBE subconsultant, subcontractor or supplier:
Address:
Street City State Zip Code
Telephone: (____)_________ Fax: (____)_________ Email: ______________________________
Proposed subcontract amount: $: __________________
Specific description of work to be performed by DBE:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
The Vendor and the DBE listed above hereby agree that upon the execution of a contract for the above -named
project with the RTA, the DBE will perform the scope of work described above for the price indicated above.
Vendor: DBE:
Name of Firm Name of Firm
By: By:
Signature Signature
Print Name and Title Print Name and Title
SECTION VI
Request for Change of Compliance Plan or Substitution of
Subconsultants, Subcontractors, Suppliers or Joint Venture Partners
This form should be submitted only if and when the Vendor seeks to change its previously submitted and
approved DBE Compliance Plan or to substitute a previously approved subconsultant, subcontractor, supplier
or joint venture partner. Failure to obtain prior written approval from the RTA before making the change
may render the Vendor ineligible for contract award, at the RTA’s sole discretion, or, if a contract has
already been established, will be a material breach of the contract.
Vendor name: _____
Project Name:
Current total contract price: $______________________________________
DBE goal established by RTA for the project: __________%
DBE participation prior to proposed change: _____% $ ____________________
DBE participation after proposed change: _____% $ ____________________
Complete the following with this request for change:
Revised Section II, DBE Participation Commitment form.
Updated Section III, Good Faith Efforts form (if applicable).
Section V, Letter(s) of Intent between Vendor and DBE (if applicable).
Section VII, Attestation and Affidavit
Detailed explanation of reasons for requesting change (attach additional pages and supporting documentation
as necessary):
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
PROPOSED DELETION:
Name of subconsultant, subcontractor or supplier:
Contact Person:
Telephone No.:
E mail:
Amount of subcontract/joint venture: $_____________ (______% of Vendor’s contract)
Description of work:________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
PROPOSED ADDITION:
Name of subconsultant, subcontractor or supplier:
Contact Person:
Telephone No.:
E mail:
Amount of subcontract/joint venture: $_____________ (______% of Vendor’s contract)
Description of work:___________________________________________________ _________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Is the firm DBE certified?: _______ yes ______ no
If the firm is DBE certified, please identify which state it is certified in: _____________________
If yes, area of specialty identified certification: ____________________________
______________________________________________________________________________
SECTION VII
Attestation and Affidavit
This form must be submitted with your bid/proposal (or as otherwise specified by the RTA). Failure to do so
may render the Vendor’s bid/proposal non-responsive and cause it to be rejected, and/or render the
Vendor ineligible for contract award, at the RTA’s sole discretion.
I DO SOLEMNLY DECLARE AND AFFIRM UNDER PENALTY OF PERJURY THAT THE CONTENTS OF THE
FOREGOING DOCUMENT ARE TRUE AND CORRECT, THAT I HAVE READ THE DBE COMP LIANCE PLAN
INSTRUCTIONS AND THAT I AM AUTHORIZED ON BEHALF OF VENDOR TO MAKE THIS ATTESTATION.
Name of Vendor
Name/Title
Signature Date
On this _______ day of ______________________, 20_____,
the above signed officer, ______________________________,
Name of Affiant
personally appeared and, known by me to be the person
described in the foregoing Affidavit, acknowledged that
(s)he executed the same in the capacity stated therein and
for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and seal.
Seal
Notary Public Signature
Commission Expires:
APPENDIX D
INSURANCE REQUIREMENTS
REQUISITION NUMBER: 0004463 CONTRACTOR: _____________________________
The Contractor shall take out and maintain during the life of this Agreement, the following insurance as specified by the ins ertion of policy limits and
such other insurance as the Northeastern Illinois Regional Transportation Authority (RTA) may from time to time require.
TYPE OF COVERAGE MINIMUM AMOUNT REQUIRED
1. COMMERCIAL GENERAL LIABILITY:
using a standard ISO CG 00 01 Commercial General Liability form (or equivalent). Policy must be on an
occurrence basis and provide coverage for operations of the Contractor and its Subcontractor as follows:
-Products and Completed Operations with an extension of coverage of not less than 2 years after completion
of the work, or policy must be renewed and maintained throughout the project with all required coverage
naming RTA and all other entities & organizations involved with project, and their respective directors,
officers and employees, as Additional Insured via endorsement(s).
-The Additional Insured endorsement(s) must be no less broad than form ISO CG 2026 11 85, or a
combination of forms ISO CG 2010 10 01 and ISO CG 2037 10 01 with no exclusion or limitation for Bodily
Injury or Property Damage after work is completed or put to its intended use.
-The Additional Insured endorsement(s) shall also be providing coverage on a primary and non-contributory
basis from any applicable insurance RTA and all other entities & organizations involved with project may
carry in connection with a loss or damage. There is no standard ISO form for this coverage modification, but
insurers’ wording should have no requirement or limitation that liability be imputed to the additional insured
as a result of contractors’ actions.
-Coverage must be provided on a “Per Project Aggregate” and limits must apply separately to the specific
project involving work performed for RTA and all other entities & organizations involved with project. It is
usually done by adding the standard ISO form CG 2503 – “Designated Construction Project General
Aggregate Limit”.
-The original standard ISO CG 00 01 Commercial General Liability form policy wording should not be
modify with respects to “Independent Contractors”, “Contractual Liability”, “Personal Injury Liability”,
“Hostile Fire Pollution” (no Absolute or Total Pollution Exclusion endorsement), “Severability of interest”
(no cross-liability exclusion endorsement), Explosion, collapse, underground property damage, earth
movement or damage to work performed by a Contractor.
-A Waiver of Subrogation endorsement should also be included in favor of RTA and all other entities &
organizations involved with project and their respective directors, officers and employees. It is usually done
by adding the standard ISO form CG 2404 – “Waiver of Transfer of Rights of Recovery Against Others to
Us”.
**SPECIAL** - All Service Contractors or Subcontractors performing construction or demolition operations
within 50 feet of railroad property, including any bridge, trestle, tracks, roadbeds, tunnel, underpass or
crossing, must also provide evidence that the contractual liability definition of “Insured Contract” was
amended to include this type of work. It is usually done by adding the standard ISO form CG 2417 –
“Contractual Liability-Railroads”.
Each Occurrence: $2,000,000
Damage To Rented Premises:
$500,000
Medical Expense: $5,000
Personal & Advertising Injury:
$1,000,000
General Aggregate: $4,000,000
Products/Completed Operations
Aggregate: $4,000,000
2. BUSINESS AUTOMOBILE LIABILITY:
using a standard ISO CA 00 01 Business Auto Coverage form (or equivalent). Policy must provide coverage
for any automobile of the Contractor and its Subcontractor – including, but not limited to, owned, scheduled,
hired, non-owned vehicles and trucks & trailers, and be amended as follows:
- Policy must be renewed and maintained throughout the project with all required coverage naming RTA and
all other entities & organizations involved with project, and their respective directors, officers and employees,
as Additional Insured via endorsement.
Combined Single Limit - Bodily
Injury and/or Property Damage:
$1,000,000
-The Additional Insured endorsement must be no less broad than form ISO CA 2048 – “Designated Insured”
(or equivalent).
-The Additional Insured endorsement shall also be providing coverage on a primary and non -contributory
basis from any applicable insurance RTA and all other entities & organizations involved with project may
carry in connection with a loss or damage. There is no standard ISO form for this coverage modification, but
insurers’ wording should have no requirement or limitation that liability be imputed to the additional insured
as a result of contractors’ actions.
-A Waiver of Subrogation endorsement should also be included in favor of RTA and all other entities &
organizations involved with project, and their respective directors, officers and employees, There is no
standard ISO form for this coverage modification but insurers’ common endorsement title is “Waiver of
Transfer of Rights of Recovery Against Others to Us”.
**SPECIAL** - All Service Contractors or Subcontractors performing construction or demolition operations
within 50 feet of railroad property, including any bridge, trestle, tracks, roadbeds, tunnel, underpass or
crossing, must also provide evidence that the contractual liability definition of “Insured Contract” was
amended to include this type of work.
It is usually done by adding the standard ISO form CA 2070 – “Coverage for Certain Operations in
Connection with Railroads”.
**SPECIAL** - All Service Contractors or Subcontractors transporting hazardous materials to or for RTA
and all other entities & organizations involved with project, should also evidence that their Business
Automobile policy is endorsed with an MCS90 endorsement and applicable limits as required under Title 49
of the Code of Federal Regulations.
3. WORKER'S COMPENSATION:
in full compliance with the Workers’ Compensation and Occupational Diseases Laws of all authorities having
jurisdiction in Illinois and Employer’s Liability coverage with required minimum limits.
-A Waiver of Subrogation endorsement should also be included in favor of RTA and all other entities &
organizations involved with project, and their respective directors, officers and employees. It is usually done
by adding the standard ISO form WC 000313 – “Waiver of Our Rights to Recover From Others”.
**SPECIAL**
- If work is being performed by an interstate railroad employee involved via Service Contractors or
Subcontractors, the policy should be amended to include the “Federal Employers’ Liability Act Coverage
Endorsement” – ISO Form WC000104.
Workers Compensation:
Statutory Limits
Employers Liability:
-Each Accident:
$500,000
- Disease/Each Employee:
$500,000
- Disease/Policy Limit:
$500,000
4. PROFESSIONAL LIABILITY:
**SPECIAL** - If contractor is involved with any design & engineering, or if operations of contractors
can directly impact future equipment performance
All Service Contractors or Subcontractors must carry Professional Liability / Errors and Omissions insurance.
This coverage is only available on a claims-made policy form.
Such policy shall cover claims arising out of negligent errors or omissions during the performance of
professional services and include coverage for attorney fees. The retroactive date of the policy must be shown
on the certificate of insurance and must be on or before the date of the commencement of services by
Contractor.
Insurance must be maintained for duration of work and insurance must be provided for at least two years after
completion of the work.
If the coverage is canceled or not renewed and it is not replaced with another policy with a retroactive date
that precedes the date of this agreement, all Professional Liability / Errors and Omissions insurance policies
must provide extended reporting coverage for a minimum of two years after completion of the work on the
cancelled or non-renewed policy with the same limit of coverage applying to the extended reporting coverage.
Each Claim: $2,000,000
General Aggregate: $2,000,000
5. ENVIRONMENTAL/CONTRACTORS POLLUTION LIABILITY:
**SPECIAL** - If project evidently creates Environmental Risks - Pollution Insurance
Contractor must provide Contractor's Pollution Legal Liability and policy must include (but not be limited to)
coverage for lead, asbestos and mold. This coverage is mostly available on a claims-made policy form.
Each Claim: $3,000,000
General Aggregate: $3,000,000
If the coverage is written on a claims-made policy form, the retroactive date of the policy must be shown on
the certificate of insurance and must be on or before the date of the commencement of services by Contract or.
Insurance must be maintained for duration of work and insurance must be provided for at least two years after
completion of the work.
If the coverage is canceled or not renewed and it is not replaced with another policy with a retroactive date
that precedes the date of this agreement, all Contractor’s Pollution Legal Liability policies must provide
extended reporting coverage for a minimum of two years after completion of the work on the cancelled or
non-renewed policy with the same limit of coverage applying to the extended reporting coverage.
Policy shall include an Additional Insured endorsement providing coverage on a primary and non-contributory
basis and a Waiver of Subrogation endorsement in favor of RTA and all other entities & organizations
involved with project per attached schedule, and their respective directors, officers and employees.
6. PERFORMANCE/PAYMENT BOND:
The bond must cover the warranty period as included in the contract.
The performance bond shall be for faithful performance of the contract.
The payment bond shall be for security for the payment of all persons for furnishing materials or other
supplies, or items used in, upon, for, or about the performance of the work contracted to be done, or for
performing any work or labor thereon of any kind.
Amount of the Contract
7. OTHER INSURANCE:
**SPECIAL** - If operations of contractors require pre-purchase of supplies & materials, or storage of
equipment & materials paid by RTA - Builder’s Risk Insurance or Installation Floater
Builders Risk coverage on an All-Risk/Special Perils form insuring 100% of the insurable replacement cost
value of all supplies & materials, with no coinsurance requirement or penalty, and written on a Completed
Value Form. The terms of coverage shall include, but not limited to, coverage for: (1) materials used for
services & repairs, whether located on-site or off-site, or while in transit, (2) Soft Costs and Delay in Start Up
(100% of the projected business income loss that could be sustained for at least 12 months), (3) a 180 day
Extended Period of Indemnity, (4) hot and cold operation and performance testing, (5) debris removal, (6)
collapse during construction, (7) Windstorm (including Named Windstorm), (8) Flood, (9) Earth Movement,
(10) Acts of Terrorism, and (11) and all other perils contemplated under All-Risk/Special Perils Builders Risk
or Installation Floater form.
RTA and all other entities & organizations involved with project shall be named as a Loss Payees.
Coverage amount no less than
Replacement Cost Value of
supplies & materials
Deductible: No more than
$1,000
8. Railroad Protective Liability:
After review of insurance certificate and/or actual Commercial General Liability and Busin ess Automobile
Liability policies, RTA reserves its rights to impose the purchase of a Railroad Protective Liability coverage
for this project if the contractor’s liability coverage with regards to work done within 50’ feet of a railroad
track is not deem sufficient (Policy exclusions not removed, or partially removed, or not expressly removed
for this specific job…etc).
Each Occurrence: $2,000,000
Aggregate: $6,000,000
The Contractor shall not commence work herein until it has obtaine d the required insurance and has received approval of such insurance by the
RTA. Certificates of insurance indicating amounts and coverage in force shall be furnished to insured, within ten (10) calen dar days after award of
contract. The receipt of any certificate of insurance by RTA does not constitute agreement that the insurance requirements have been fully met or
that the insurance policies indicated on the certificate of insurance are in full compliance with insurance required above.
In no event shall any failure of the RTA to receive certificates of insurance required hereof or to demand receipt of such certificates of insu rance be
construed as a waiver of contractor’s obligations to obtain insurance pursuant to insurance required above.
All policies are in effect at this time and will not be canceled, modified, limited or allowed t o expire without renewal until 60 days written notice has
been given to the RTA. Such notice shall be sent by certified mail to the RTA, care of the Manager of Pro curement, 15th Floor, 175 W. Jackson,
Chicago, Illinois 60604.
The Contractor's policies will insure all liabilities assumed by the Contractor under the provisions of the hold harmless and indemnity clauses
contained in the Agreement.
All insurance companies providing coverage shall be licensed or approved by the Department of Insurance, State of Illinois, and shall ha ve a
financial rating no lower than (A-) VII as listed in A.M. Best’s Key Rating Guide, current edition or interim reports. Compani es with ratings lower than
(A-) VII will require formal pre-approval and waiver from RTA.
APPENDIX E
BID PROTEST PROCEDURES
The Regional Transportation Authority (RTA) will entertain protests from interested parties regarding its procurement
actions. The RTA will respond to any bona fide protest filed in a timely manner provided that the protest is not of a
frivolous or vexatious nature. The RTA will not allow a protest to delay the procurement of needed goods or services
unless it is apparent that the RTA participated in a practice that granted an unfair advantage to a participant in the
procurement.
Definitions
“Contract” means any contract, agreement, purchase order, or order placed by the RTA to receive goods or services
from an external source.
“Day or Days” means a working day or days of the RTA.
“Interested Party” means a participant or prospective participant in a RTA procurement whose direct economic
interest is affected by the award of the contract for the procurement.
“Offer” means a response to a RTA procurement solicitation, including but not limited to quotations, bids, proposals
and expressions of interest or qualifications.
Submission of Protests
Any interested party may file a bid protest with the RTA on the basis that the RTA failed to comply with a federal or
state law or that the RTA failed to follow its own Procurement Regulations. A valid protest must include the
following information:
1. Name and address of the protestor;
2. Identification of the procurement action being protested; a nd
3. A statement of the reason for the protest, identifying the federal or state law or the RTA Procurement Regulation
that the protestor alleges has been violated by the RTA.
Types of Protests and Deadline to File
The deadline for a valid protest will be determined by the progress of the procurement. The RTA will recognize three
different types of protests:
1. Protest regarding solicitation
Any protest regarding the solicitation must be filed no later than the established due date for the
solicitation.
This type of protest includes a claim that the solicitation contained exclusionary or discriminatory specifications,
or that the basis for award or any claim that the procurement documents or the procurement process violates a
federal or state law or fail to follow its own Procurement Regulations.
2. Protest regarding offer evaluation
Any protest regarding the evaluation of offers must be filed before award of the contract. (The contract
award date is determined by the date that the RTA issues letters of award and non-award to all
proposers.). Any protest filed after such date which raises such issues will not be considered as a valid
protest but may be considered if it is determined to be in the best interests of the RTA.
This type of protest challenges the RTA’s determination of responsiveness of offers and responsibility of offerors, errors in
calculation, or that the RTA’s evaluation of offers violated a federal or state law or its own Procurement Regulations.
3. Protest regarding award of contract
Any protest regarding the award of the contract must be filed no later than ten (10) days after the date of
award of the contract. (The contract award date is determined by the date that the RTA issues letters of
award and non-award to all proposers.) Any protest filed after such date which raises an issue regarding
the award will not be considered as a valid protest but may be considered if it is determined to be in the
best interests of the RTA.
This type of protest will only be entertained by the RTA if the protestor is able to demonstrate that the party awarded
the contract fraudulently represented itself as a responsible bidder or that the RTA violated a federal or state law or its own
Procurement Regulations in awarding the contract.
The RTA’s Response to Protests
The RTA will notify a protestor upon receipt of a timely protest and may, where appropriate, request further
information. The RTA may, at its sole discretion, meet with the protestor to review the issues raised in the protest.
The RTA’s consideration of the protest, except as otherwise provided in the following paragraph “Decisions by the
RTA,” will be in accordance with the following provisions:
1. Protest regarding solicitation
Upon receipt of a valid protest regarding solicitation, the RTA may postpone the deadline for submission of
offers until resolution of the protest.
If the protest regarding the solicitation includes a claim of unduly restrictive or exclusionary specifications,
the RTA will, in considering the protest, consider both the specific needs of the RTA for the feature or
item challenged and any effect on competition of including the specification regarding that feature or
item. If the RTA determines that such feature or item was included in the specification in order to meet a
legitimate need of the RTA, and was not unduly restrictive of competition or designed to exclude a particular
competitor, then the RTA will deny the protest.
2. Protest regarding evaluation of offers
Upon receipt of a valid protest regarding the evaluation of offers, the RTA will suspend its evaluation of all
offers until resolution of the protest. If the RTA determines that the protestor has established that there are
reasonable doubts regarding the responsiveness of an offer or the responsibility of an offeror or regarding the
RTA’s compliance with federal or state law, or its Procurement Regulations.
3. Protest after award
Upon receipt of a timely protest regarding the award of a contract, the RTA will issue a stop work order, if
necessary, until the resolution of the protest. If the RTA determines that the protestor has established a
prima facia case that the contract was awarded fraudulently or in violation of a federal or state law, or the
RTA’s Procurement Regulations.
Decisions by the RTA
As indicated above, in most instances, the RTA will suspend the procurement action upon receipt of a bona fide bid
protest. However, the RTA reserves the right, notwithstanding the presence of a protest, to proceed with the
appropriate action in the procurement process in the following instances:
a. when failing to fulfill the need for the items or services would cause irreparable harm to the RTA or
its Service Boards;
b. when the RTA determines that the protest is vexatious or frivolous; or
c. when delivery or performance will be unduly delayed, or other undue harm would occur by delaying the
award of the contract.
After review of a bid protest submitted under these provisions, the RTA will issue a written decision on the basis of
the information provided by the protestor, the result of any meetings with the protestor, and the RTA’s own
investigation of the matter. If the protest is upheld, the RTA will take appropriate action to correct the procurement
to protect the rights of the protestor, including, but not limited to, reissuance of the procurement, revised evaluation
of the offers or the RTA’s conclusion of the evaluation of the offers, or termination of the contract. If the protest is
denied, the RTA will terminate the suspension of the procurement that was imposed during the consideration of the
protest and will proceed with the procurement.
Reviews of protests by FTA will be limited to:
(1) a grantee's failure to have or follow its protest procedures, or its failure to review a complaint or protest; or
(2) violations of Federal law or r egulation.
An appeal to FTA must be received by the cognizant FTA regional or Headquarters Office within five (5) working days of the
date the protester learned or should have learned of an adverse decision by the grantee or other basis of appeal to FTA.
APPENDIX F
NON-COLLUSION AFFIDAVIT
NON-COLLUSION AFFIDAVIT
STATE OF______________________________________ IMPORTANT: This affidavit must be properly completed
and submitted with all bids.
COUNTY OF____________________________________
__________________________________________, being first duly sworn, deposes and says that he is
(Enter name of person making affidavit)
______________________________________________________________, the bidder submitting this
(Enter "Sole Owner", A "Partner", "President", or other proper title)
proposal; that such bid was not made in the interest of or on the behalf of any undisclosed person, partnership, company,
organization or corporation; that such bid is genuine and not collusive or sham, and that said bidder has not been a party to any
agreement or collusion among bidders or prospective bidders in restraint of freedom of competition by agreement to bid a fixe d
price, or otherwise, or to refrain from bidding and has not, directly or indirectly, by agreement, communication or conferenc e with
anyone attempted to induce action prejudicial to the interest of the Regional Transportation Authority or of any bidder or anyone
else interested in the proposed contract.
SUBSCRIBED AND SWORN TO ME this
______ day of _______________, 20_____ ______________________________________
(Signature of Person Making Affidavit)
____________________________________
Notary Public
APPENDIX G
VENDOR/CONTRACTOR CERTIFICATION
(MUST ALSO BE COMPLETED BY ALL PROPOSED SUB-CONTRACTORS)
NAME OF VENDOR/CONTRACTOR: ___________________________________
Please answer all questions. Attach additional pages as necessary.
A. NATURE OF ENTITY
1. Indicate whether the Vendor/Contractor (“VC”) is an individual or legal entity:
[ ] Individual [ ] Limited Liability Company [ ] Limited partnership
[ ] Business corporation [ ] Joint venture [ ] Sole proprietorship
[ ] General partnership [ ] Limited partnership [ ] Other ____________________
2. State of incorporation or organization, if applicable: __________________________________________________
3. For VCs not organized in the State of Illinois: Is the VC authorized to do business in the State of Illinois as a “foreign
entity” (i.e., a non-Illinois entity)? [ ] Yes [ ] No
If the VC is not currently authorized to do business in the State of Illinois as a foreign entity, then the VC should
provide a copy of its application with the Illinois Secretary of State for such authorization with the VC’s bid
submission.
PLEASE SELECT FROM THE LIST BELOW THE DESIGNATION THAT MOST ACCURATELY DESCRIBES THE VC:
4. Is the VC a certified Disadvantaged Business Enterprise (DBE)? [ ] Yes [ ] No
If yes, please check the appropriate box(es) below:
Gender and Ethnicity: [ ] Woman [ ] Man
[ ] Black American [ ] Hispanic American [ ] Native American
[ ] Asian-Pacific American [ ] Subcontinent Asian American [ ] Non-Minority
5. Is the VC a Government Certified Veteran Owned Small Business (VOSB)? [ ] Yes [ ] No
6. Is the VC a Government Certified Service Disabled Veteran Owned Small Business (SDVOSB)? [ ] Yes [ ] No
7. Is the VC a Government Certified Minority Owned Business Enterprise (MBE)? [ ] Yes [ ] No
8. Is the VC a Government Certified Woman Owned Business Enterprise (WBE)? [ ] Yes [ ] No
9. Is the VC certified by the State of Illinois as a Business Enterprise Owned by
People with Disabilities (BEPD)? [ ] Yes [ ] No
10. Is the VC certified by the State of Illinois as a Business Enterprise Program (BEP)? [ ] Yes [ ] No
B. ORGANIZATION INFORMATION
1. List below the names and business addresses of each person or entity having an ownership, partnership, joint
ventureship, membership, managership, or other, similar, beneficial interest in the VC, including the percentage of
ownership interest. For corporations, this response may be limited to those shareholders who own shares equal to or in
excess of 7.5% of any class of the corporation’s outstand ing shares. If the VC is a wholly-owned subsidiary of another
entity, provide ownership information of the ultimate parent entity of the VC.
Name Business Address Ownership Interest
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_________________________________________________________________________________________________
2. List below the names and titles of all executive officers and board members of the VC, as applicable.
Name Title
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
_________________________________________________________________________________________________
C. LOBBYIST INFORMATION
List each and every person that is retained or anticipated to be retained by the VC with respect to or in connect ion with the
matter to which this Certification relates (i) who for compensation or on behalf of any person other than himself,
undertakes to influence any legislative or administrative action, or (ii) for whom any part of whose duty as an employee of
another includes undertaking to influence any legislative or administrative action. Also indicate whether the lobbyist is
currently retained or anticipated to be retained and whether fees are actual or anticipated. If there are none, write “none.”
Name Business Address Fees
_____________________________________________________________________________________________________
___________________________________________________________________________________________________
_____________________________________________________________________________________________________
___________________________________________________________________________________________________
D. CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this Certification on
behalf of the VC, (2) warrants that all certifications and statements contained in this Certification are true, accurate and
complete as of the date furnished to the RTA, and understands that the provis ions of 31 U.S.C. Section 3801 et seq. and
other related Federal, state or local laws regarding false claims and statements may be applicable thereto.
By: ____________________________________________________________________________________________________
(Signature) (Typed/Printed Name)
____________________________________________________________________________________________________
(Title) (Date)
APPENDIX H
RTA CERTIFICATIONS AND ASSURANCES
A. CONFLICTS OF INTEREST
The Vendor/Contractor (“VC”) certifies, to the best of its knowledge and belief, that:
1. No member of the RTA’s Board of Directors, RTA Board member’s spouse or an immediate family member of the RTA
Board member living in the RTA Board member’s residence, or RTA employee has, or will have, a direct pecuniary interest
in the contract to which this Certification relates.
2. No member of the RTA’s Board of Directors, RTA Board Member’s spouse or an immediate family member of the RTA
Board member living in the RTA Board Member’s residence, or RTA employee holds more than a 7.5% ownership interest
in the VC.
3. If any member of the RTA’s Board of Directors, RTA Board Member’s spouse or an immediate family member of the RTA
Board member living in the RTA Board Member’s residence, or RTA employee holds an ownership interest in VC of 7.5%
or less, that ownership interest shall be disclosed in writing and attached to this Certification.
4. The VC does not have any organizational conflicts of interes t that would prevent the VC from completing the contract
work. An organizational conflict of interest occurs when any of the following circumstances arise:
a) Lack of impartiality: when the VC is unable, or potentially unable, to render impartial assista nce or advice to RTA
due to other activities, relationships, contracts, or other circumstances;
b) Impaired objectivity: when the VC’s objectivity in performing the contract work is or might be otherwise be
impaired due to other activities, relationships, contracts, or other circumstances; or
c) Unfair competitive advantage: the VC has an unfair competitive advantage.
B. DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS
The VC certifies, to the best of its knowledge and belief, that it and its princ ipals, officers and directors, and any other
individuals identified in SECTION B of the separate “VENDOR/CONTRACTOR CERTIFICATION”:
1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
covered transactions by any Federal, state or local department or agency.
2. Have not within a three-year period preceding the date of this Certification been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,
or performing a public (Federal, state or local) transaction or contract under a public transaction, or convicted of or had a
civil judgment against them for a violation of Federal or state antitrust sta tutes or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental en tity (Federal, State or local)
with commission of any of the offenses enumerated in paragraph (2) of this Certification.
4. Have not within a three-year period preceding the date below had one or more public transactions (Federal, State or
local) terminated for cause or for default by VC.
5. Are in compliance with subpart C of 49 C.F.R. § 29.
6. Are not presently barred from bidding on this contract as a result of a violation of either 720 ILCS § 5/33E -3 (Bid Rigging)
or 720 ILCS § 5/33E-4 (Bid Rotating). (If an exception exists as set forth in the Statute, please provide a complete written
explanation and supporting documents.)
The VC acknowledges that, pursuant to 720 ILCS § 5/33E -11, making any false statement material to Section B(6) of this
Certification constitutes a Class 3 felony under the laws of the State of Illinois. If the VC is unable to certify to the truth of
the statements in this Certification, the VC shall attach an explanation to this Certification. The VC further agrees and
warrants that VC will not enter into any third-party contract or subcontract for work on the project to which this
Certification relates unless and until such subcontractor provides a written certification to VC in the form set forth
herein, and also agrees to require such certification in all sub-contracts.
C. CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The VC understands and agrees that:
1. The certifications, disclosures, and acknowledgments contained in this Certification will become part of the contr act
between the VC and the RTA and are material inducements to the RTA's execution of such contract. The VC understands
that it must comply with all statutes, ordinances, and regulations on which this Certification is based.
2. If the RTA determines that any information provided in this Certification is false, incomplete or inaccurate, any contract
or other agreement in connection with which it is submitted may be rescinded or be void at the sole discretion of the
RTA, and the RTA may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in
equity, including terminating the VC's participation in the matter to which the Certification relates and/or declining to
allow the VC to participate in other transactions with the RTA.
3. Some or all of the information provided on this Certification and any attachments to this Certification may be made
available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing
and signing this Certification, the VC waives and releases any possible rights or claims which it may have against the RTA
in connection with the public release of information contained in this Certification and also authorizes the RTA to verify
the accuracy of any information submitted in this Certification and authorizes the RTA to conduct appropriate
background checks regarding the VC.
4. The information provided in Sections A, C and C of this Certification and on the separate “VENDOR/CONTRACTOR
CERTIFICATION” must be kept current while the contract related to the Certifications are in effect. In the event of any
changes to information provided in Sections A, B and C of this Certification, or on the separate “VENDOR/CONTRACTOR
CERTIFICATION”, the VC must promptly supplement the appropriate Certification by disclosing the additional information in
writing. Further, in the event of any changes in the officers, directors, or principals of the VC while the contract related to
this Certification or the separate “VENDOR/CONTRACTOR CERTIFICATION” is in effect, the VC must promptly supplement the
appropriate Certification by disclosing the additional information in writing.
D. CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is aut horized to execute this Certification on
behalf of the VC, (2) warrants that all certifications and statements contained in this Certification are true, accurate and
complete as of the date furnished to the RTA, and understands that the provisions of 31 U.S.C. Section 3801 et seq. and
other related Federal, state or local laws regarding false claims and statements may be applicable thereto.
By: ____________________________________________________________________________________________________
(Signature) (Typed/Printed Name)
____________________________________________________________________________________________________
(Title) (Date)
APPENDIX I
VENDOR REFERENCE FORM
Reference Contact Information
Reference Name Initial Date of Work
with Contact
Contact Name Original Contract Term
Address
Any Contract Extensions
Termination Date of
Contract
Reason for Termination
Contact Title Telephone Number
E-mail Fax Number
Nature of Relationship with Company
Approximate $ Size of the Contract
Services provided/Software Implemented
Name of Vendor Project Manager and Client Project
Manager
Detailed Description of Your Responsibilities
Roles & Responsibilities:
Were you the Prime
Contractor?
Subcontractors &
Responsibilities:
APPENDIX J
PRICE PROPOSAL
Proposed Hours Proposed
Rate/Hour
Proposed
Total
Direct Labor
Add Position Title 1 $ - $ -
Add Position Title 2 $ - $ -
Add Position Title 3 $ - $ -
Add Position Title 4 $ - $ -
Add Position Title 5 $ - $ -
$ -
Burden Rate x Base = Burden $
0.00% $ - $ -
Direct Material
Add Item 1 $ -
Add Item 2 $ -
Travel
Transportation $ -
Per Diem or Subsistence $ -
Total Direct Costs and Burden $ -
Fixed Fee/Profit @ ___% (add amount) $ -
Proposed Contract Amount: $ -
DBE Consultants (DBE Plan = 10% of Contract Total) $ -
TOTAL Proposed Contract Amount $ -
17
APPENDIX K
TABLE OF EXCEPTIONS
Table of Exceptions
Proposers must identify the page, section number, provision, and the specific exception, non-conformance, and substitute language proposed. Failure to identify any specific
items of non-compliance will result in the RTA assuming compliance. The RTA, at its sole discretion, may reject any exception or request for substitute language within the
proposal.
Page Number Section
Number Provision Specific Exception, Non-Conformance, and Substitute
Language Proposed
18
APPENDIX L
Lobbying Restrictions
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any
person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding
of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of
any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any
Federal contract, grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract,
grant, loan, or cooperative agreement, the undersigned shall complete and subm it Standard Form-LLL,
“Disclosure Form to Report Lobbying,” in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award documents for
all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and
cooperative agreements) and that all sub-recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transact ion
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification
shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
__________________________ Signature of Contractor's Authorized Official
__________________________ Name and Title of Contractor's Authorized Official
___________________________Date
19
APPENDIX M