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1998-16RESOLUTION NO. 98- 16 AUTHORIZING AMENDMENT NO. 2 TO THE COMMUTER STATION DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND METRA WHEREAS, the Village of Buffalo is a Home Rule unit by virtue of the provisions of the Constitution of the State of Illinois of 1970; and WHEREAS, in order to advance design and construction of an expansion to the Village's commuter rail station parking and depot facilities, the village must receive funds from the Commuter Rail Division of the Regional Transportation Authority ( Metra); and WHEREAS, the Commuter Station Development Agreement between the Village and Metra was approved by the Village by Resolution 95 -35 and subsequently amended by Resolution 96 -32; and . WHEREAS, Amendment No. 2, attached hereto, will serve as a "Construction Funds Pass Through Agreement between the Village of Buffalo Grove and the Commuter Rail Division of the Regional Transportation Authority for the Expansion and Construction of Buffalo Grove Commuter Station Parking Lot and the Design and Expansion and Construction of the Commuter Station/Warming Shelter" providing at least $420,000.00 to the project; and NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Buffalo Grove, Cook and Lake Counties, Illinois that the Village authorizes the execution of the attached Amendment No. 2 to the Station Development Agreement. AYES: 6 - Marienthal, Reid, Rubin, Braiman, Hendricks, Glover NAYS: 0 - None ABSENT: 0 - None PASSED: Anri i h, 1998 APPROVED: April h, 1 999 ATTEST: Village Clerk < . I AMENDMENT NO. 2 TO THE COMMUTER STATION DEVELOPMENT AGREEMENT CONSTRUCTION FUNDS PASS THROUGH AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND THE COMMUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY FOR THE EXPANSION AND CONSTRUCTION OF BUFFALO GROVE COMMUTER STATION PARKING LOT AND THE DESIGN AND EXPANSION AND CONSTRUCTION OF THE COMMUTER STATION/WARMING SHELTER BUFFALO GROVE, ILLINOIS This Amendment No. 2 to the Commuter Station Development Agreement dated May 24, 1995 ( "Development Agreement "), is made and entered into this VI°= day of MAq , 1998, by and between the Commuter Rail Division of the Regional Transportation Authority, a division of an Illinois municipal corporation ( "CRD "), and the Village of Buffalo Grove ( "MUNICIPALITY "). CRD and MUNICIPALITY are hereinafter sometimes individually referred to as a "Party" and jointly referred to as the "Parties ". RECITALS A. In accordance with said Commuter Station Development Agreement, CRD operates commuter rail service on the Wisconsin Central, LTD. ( "Railroad ") between Franklin Park and Antioch, Illinois; and B. MUNICIPALITY owns or leases, operates and maintains a commuter rail station Parking Facility of which includes a parking lot, depot and wind break shelter for CRD commuters. C. MUNICIPALITY is in the process of designing and constructing an expansion to the existing commuter station parking facility ( "Expanded Parking Facility ") and the designing and constructing of a warming house facility ( "Expanded Station Facility ") upon property owned and /or leased by the MUNICIPALITY legally described and delineated on Attachment "1" attached to and made a part of this Amendment ( "Property ") on terms and conditions as are more fully set forth herein. D. CRD has agreed to reimburse MUNICIPALITY for the design and construction of the Expanded Parking Facility and Expanded Station Facility in accordance with the terms and provisions of this Amendment. E. The terms "Project ", "Project Facilities" and "Parking Facilities" as defined under the terms and provisions of the Development Agreement shall include the Expanded Parking Facility and the Expanded Station Facility to be constructed on the Property under 1 the terms and provisions of this Amendment. NOW, THEREFORE, for and in consideration of the above Recitals which are hereby incorporated into this Agreement, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows: 1. Except as otherwise provided herein, MUNICIPALITY shall be responsible for performing or causing to be performed, all work associated with the expansion, design and construction of the Expanded Parking Facility and the Expanded Station Facility and paying the contractor(s) for the performance of such work (the "Work "). CRD shall not have any obligation for any costs or claims arising from the Work other than in accordance with this paragraph. In regards to the Expanded Parking Facility, CRD agrees to reimburse MUNICIPALITY for the lesser of a) all design and construction costs of and for the Expanded Parking Facility, as set forth in Attachment "2" attached hereto and made a part hereof, provided that all such fees and costs have been approved by CRD; or b) THREE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($375,000). Reimbursement will be based on the actual cost for design and construction of the Expanded Parking Facility as shown in invoices delivered to CRD. Such reimbursement cost may exceed $375,000 only if CRD approves such additional cost in writing. All payments shall be made in accordance with paragraph 2 of this Amendment. The new Expanded Parking Facility shall be designed to accommodate a minimum of 130 parking spaces. In regards to the Expanded Station Facility, CRD agrees to reimburse MUNICIPALITY for the lesser of: a) 50% of the highest estimate for all design and construction costs of and for the Expanded Station Facility, as set forth in Attachment "2" attached hereto and made a part hereof, provided that all such fees and costs have been approved by CRD; or b) FORTY FIVE THOUSAND DOLLARS ($45,000). Reimbursement will be based on the actual cost for design and construction of the Expanded Station Facility as shown in invoices delivered to CRD. Such reimbursement cost may exceed $45,000 only if CRD approves such additional cost in writing. All payments shall be made in accordance with paragraph 2 of this Amendment. 2. From time to time during design and construction of the Expanded Parking Facility and the Expanded Station Facility, MUNICIPALITY shall provide CRD with invoices properly documenting the work performed and the cost of construction of the Expanded Parking Facility and the Expanded Station Facility. CRD shall pay the required amounts to MUNICIPALITY after inspection by a licensed professional engineer retained by the MUNICIPALITY and acceptable to Metra ( "Engineer") and verification by CRD field inspectors ( "Inspectors ") within forty -five (45) days of receipt of such invoices. Upon reasonable prior notice, MUNICIPALITY agrees to allow CRD or any designee of CRD to perform, at CRD's expense, at any time during normal business hours one or more audits of all records pertaining to the cost associated with the construction of the Expanded Parking Facility and the Expanded Station Facility, and MUNICIPALITY agrees to make 2 available to CRD for inspection at the Municipality's Village Hall all records in conjunction therewith for such purpose. Each Party agrees to promptly refund any money reasonably due the other Party as a result of the audit(s). Final payment by CRD shall be made after completion of all work and within forty -five days after the Engineer submits a signed certification of completion to CRD in a form reasonably satisfactory to CRD and verified by the Inspectors. 3. The Work shall be done by the work forces of MUNICIPALITY, or its contractors as agreed in the approved plans. (a) With respect to the Work, when MUNICIPALITY elects to hire an independent contractor or lease an item of equipment to perform any part of the Work and the contract price is $10,000 or less, expenses and costs under such contracts which are based on purchase prices that are unreasonably above the lowest available market price of products or services which meet the pertinent technical specifications at the time of purchase shall not be reimbursable expenses or costs under this Agreement to the extent such purchase prices exceed the lowest available market price. When MUNICIPALITY elects to hire an independent contractor or lease an item of equipment to perform any part of the Work, competitive bidding procedures shall be followed when the contract price exceeds $10,000. The total amount of the specific service needed for performance of the Work shall be included for purposes of determining the applicability of this competitive bidding requirement and the $10,000 standard. With the prior written approval of CRD, the Federal Transportation Administration ( "FTA') and /or the Illinois Department of Transportation ( "IDOT "), as applicable, MUNICIPALITY may hire professional services without the use of competitive bidding procedures. CRD shall approve or deny any request for such approval as soon as may be reasonably practicable under the circumstances. (b) When competitive bidding procedures are used, MUNICIPALITY shall request bids in accordance with the bidding procedures of FTA, IDOT and CRD and shall submit its bid documents to CRD for CRD's approval prior to soliciting bids. MUNICIPALITY shall notify CRD of its intent to request bids, and of the names of contractors to which MUNICIPALITY proposes to send such requests. A copy of all bids received in response to any such request shall be submitted to CRD for review together with any recommendation by MUNICIPALITY with respect to award. CRD may direct MUNICIPALITY in writing to reject any or all bids received and to take new bids, or may approve in writing the award of a contract or contracts. No contract shall be awarded without the prior written approval of CRD. CRD shall provide any directions to MUNICIPALITY concerning bid acceptance or rejection within ten (10) business days after Metra's receipt of a bid or bids for approval. © Every contract between MUNICIPALITY and a contractor or subcontractor shall be executed in such form as CRD may approve, and shall comply in 3 all respects with applicable government rules and regulations, including without limitation rules and regulations of FTA and IDOT and the requirements set forth in Exhibits "A" through "G ", "I" through "K', "N" and "Q" attached to and made a part of this Amendment. MUNICIPALITY may adjust the attached form Exhibits as necessary to accommodate contracts between MUNICIPALITY and its contractors or subcontractors. as the attached Exhibits were originally drafted for use between CRD and its contractors. CRD's right to review and approve the form of subcontracts shall, however, be limited to the purpose of assuring compliance with law, applicable government rules and regulations, and this Agreement. Unless CRD otherwise approves, each such contract above $10,000 shall contain the provisions set forth in Exhibits "A" through "G ", "I" through "K', "N" and "Q ". 4. Construction documents must contain a statement by the Engineer that the plans comply with all applicable State and Federal seismic standards for the region and comply with all applicable State and Federal requirements of the Americans with Disabilities Act and Regulations. 5. MUNICIPALITY agrees to protect, indemnify, defend and forever save and keep harmless CRD, the Regional Transportation Authority ( "RTA "), the Northeast Illinois Regional Commuter Railroad Corporation ( "NIRCRC "), FTA, IDOT, Railroad and their directors, officers, employees and agents from, and to assume all liability and expense (including costs and attorneys' fees) for death or injury to any person or persons and all loss, damage or destruction to any property caused by, attributable to or arising out of obligations and activities of MUNICIPALITY pursuant to this Agreement, except to the extent such claims are attributable to the intentional, negligent, or willful act or omission of CRD, RTA, NIRCRC, FTA, IDOT, Railroad or their respective employees or agents. The right to enforce the foregoing indemnity shall survive completion of all work contemplated hereunder and final payment by CRD. 6. Each Party agrees to comply with all laws, ordinances and municipal regulations governing its use of the Expanded Parking Facility and Expanded Station Facility. 7. Notwithstanding anything to the contrary herein contained, it is understood that construction of the Expanded Parking Facility and Expanded Station Facility will commence only after CRD issues written direction to MUNICIPALITY to proceed. 8. MUNICIPALITY agrees to allow CRD's inspectors access to the Property at all times for purposes of inspecting the work in progress or completed. 9. The Parties agree that this Amendment constitutes the entire agreement between the Parties hereto with respect to the subject matter of this Amendment and that in conjunction with the Development Agreement and Amendment No. 1 thereto, there are no agreements or understandings, implied or expressed, except as specifically set forth 4 in this Amendment, the Development Agreement and Amendment No. 1. This Amendment consists of Attachments "1" and "2" and Exhibits "A" through "G ", "I" through "K", "N" and "Q ", and all prior arrangements, agreements and understandings of the Parties are merged into and contained in this Amendment, the Development Agreement and Amendment No. 1. This Amendment may only be amended in writing, signed by both Parties. 10. MUNICIPALITY shall maintain records at MUNICIPALITY'S Village Hall to show its time and costs, and shall submit monthly progress reports describing the portion of the Work already performed and anticipated during the coming time period. Upon fifteen (15) days notice from CRD, all time sheets, billings and other documentation used in preparing said progress reports shall be made available for inspection, copying, and auditing at said Village Hall by CRD at any time during normal business hours. MUNICIPALITY shall maintain, for a minimum of 5 years after the completion of this agreement, adequate books, records, and supporting documents to verify the amounts, recipients and uses of all disbursements of funds passing in conjunction with this Amendment. Failure to maintain the books, records, and supporting documents required by this Section 10 shall establish a presumption in favor of CRD for the recovery of any funds paid by CRD under this Amendment, the Development Agreement and Amendment No. 1 for which adequate books, records, and supporting documentation are not available to support their purported disbursement. 11. MUNICIPALITY will not cause any of the Project Facilities to become subject to liens or encumbrances of any kind. If any lien is filed on Railroad property by the MUNICIPALITY, or any contractor, subcontractor or supplier of the MUNICIPALITY, the MUNICIPALITY will promptly take action to have the lien released and will provide evidence of it to the CRD. The CRD agrees to notify the MUNICIPALITY if it becomes aware of any lien. 12. This Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 13. All notices hereunder shall be served by certified or registered mail, return receipt requested, with proper postage prepaid or by commercial courier to the Parties at the addresses set forth below or to such other party or address as either Party may from time to time furnish the other in writing. Such notices shall be considered delivered on the third business day after deposit in the U.S. Mail if sent by certified or registered mail and on the day of delivery if sent by commercial courier. If to CRD: Metra 547 West Jackson Boulevard, Suite 1400 5 Chicago, Illinois 60661 Attn: Director, Real Estate & Contract Management If to MUNICIPALITY: Village of Buffalo Grove 50 Raupp Blvd. Buffalo Grove, Illinois 60089 Attn: Village Manager, Village of Buffalo Grove 14. Each of the Parties hereto expressly warrant and represent to the other that they have been duly authorized to execute this Amendment and to perform all of the obligations contained herein. 15. If for any reason CRD is unable to acquire or lease the Property in accordance with the terms and provisions of Section 16 of the Development Agreement, including but not limited to the refusal of a third party owner to sell or lease the Property to CRD, the MUNICIPALITY shall compensate CRD for the improvements to the Property paid for with CRD funds ( "CRD Fixed Facilities ") in an amount equal to that part of the value of said CRD Fixed Facilities which has not been depreciated in accordance with this Section 15. Depreciation shall be calculated on a straight line basis over the life expectancy of the CRD Fixed Facilities, with no salvage value. Value depreciated shall be based on original documented construction costs, excluding any MUNICIPALITY funding. Such payment shall be made in full within ninety (90) days after MUNICIPALITY's termination of this Agreement or interest at a rate of one and one half percent per month shall accrue on any unpaid balances due. In the event this Agreement is terminated for any reason by CRD and MUNICIPALITY has not defaulted under the terms and conditions of this Agreement, MUNICIPALITY shall not be required to compensate CRD for the CRD Fixed Facilities and CRD shall convey such CRD Fixed Facilities to MUNICIPALITY; provided, however, that CRD may remove from the Expanded Parking Facility those CRD Fixed Facilities, including without limitation, lighting fixtures and railings, which do not interfere with the structural integrity of the Expanded Parking Facility. M. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above written. ATTEST: By�� Assistant Secretary ATTEST: Its: V o u.Aa"E- A:XBGAMDMT2.CL2 (4/2/98 -wjb) THE COMMUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY: By: Exe VILLAGE OF BUF5ALO GROVE: 7 Attachment 1 METRA PARKING LOT EXPANSION LEGAL DESCRIPTION That part of the North ' /z of Section 34, Township 43 North, Range 11 East of the Third Principal Meridian, described as follows: Beginning at the Southwest corner of Lot 2 in Block 9 in Horatio Gardens Subdivision, recorded in Book "R" of Plats, page 86; thence N 00' 07' 23" E, 451.28 feet along West line of Blocks -9 and 4 in said Subdivision to a point of intersection with a line drawn 210 feet southwesterly and parallel to the Wisconsin Central Railroad right -of -way; thence N 18° 38' 55" W, 271.47 feet along said parallel line; thence N 48' 20' 40" W, 30.00 feet; thence N 41 ° 39' 20" E, 50.00 feet; thence S 48 ° 20' 40" E, 103.81 feet; thence S 18' 38' 55" E, 95.00 feet; thence N 71 ° 21' 05" E, 130.00 feet to the Wisconsin Central Railroad right -of -way; thence along the Wisconsin Central Railroad right - of -way S 18° 38'55" E, 305.00 feet; thence S 71' 21'05" W, 175.00 feet; thence S 22° 32'14",W, 53.15 feet; thence S 18° 38' S5" E, 211.64 feet; thence S 00° 07'23" E, 31.81 feet; thence S 72° 18'20'E, 62.38 feet, thence S 18° 38'5511 E, 85.06 feet; thence S 71' 21' 05" W, 10.00 feet; thence N 18° 38'55" W, 80.00 feet; thence N 72° 18'20" W, 54.15 feet; thence S 000 07'23" W, 11.76 feet; thence N 89° 52'37", 135.00 feet to the point of beginning, all in Lake County, Illinois. G:\ENGINEER\DICK\03.WPD ATTACHMENT NO.2 ----------------------------------------------- AGREEMENT BETWEEN METRA AND THE VILLAGE OF BUFFALO GROVE GRANT NUMBERS: PROJECT NO. 2485 & 2882 META 11 META 15 CONTRACT NO. K00335 PROJECT DESCRIPTION: BUFFALO GROVE PARKING LOT 3 -------------------------------------------------------------------- -------------------------------------------------------------------- VILLAGE ACTIVITY PROJECT BUDGET SP2882- 53104005 $40,000.00 PARKING ENGINEERING SP2882- 53404006 $335,000.00 PARKING CONSTRUCTION R12485- 53302006 $40,500.00 SHELTER CONSTRUCTION R12485- 53102005 $4,500.00 SHELTER ENGINEERING ----------------------------------------------- TOTAL $420,000.00 -------------------------- -------------------------- EXHIBIT A INVITATION FOR BIDS NORTHEAST ILLINOIS REGIONAL COMMUTER RAILROAD CORPORATION D /B /A METRA INVITATION FOR BIDS METRA IFB NO. IFBNO -- In order to be responsive, SEALED BIDS must be signed and received by the Northeast Illinois Regional Commuter Railroad Corporation D /B /A/ Metra at its office, 547 West Jackson Boulevard, Room 1200, Chicago, Illinois 60661, not later than 2:00 P.M., local prevailing time on OPEN- at which time and place (in Room 1200), all such bids will be opened publicly and read aloud for the following: Contractor shall as an independent contractor and not as an agent of Metra (NIRC) provide all permits, labor, tools, equipment, insurance, transportation, facilities, etc. necessary for general -. grant1-- grant2- grant3- grant4- grants- grant6- All bids must be made only on the forms provided by Metra and must be made in accordance with this Invitation for Bids, and other Contract Documents, all of which are on file and available for examination at the office of Metra at the above address and are made a part of this notice as though fully set forth herein. Construction of the aforementioned is funded in major part by the Federal Transit Administration ( "FTA "), formerly known as the Urban Mass Transportation Administration ( "UMTA "), and the Illinois Department of Transportation ( "IDOT "), pursuant to financial assistance Agreements with said agencies. Each bid must be accompanied by a bid deposit of BIDDEPOSIT- % of the total base bid price in the form of a cashier's check, certified check, bid bond. The successful bidder will be required to submit payment and performance bonds in an amount equal to the total value of the award. There will be a non- refundable plan fee of PLANFEE -- for one (1) set of plans and specifications; any additional sets required will be charged at the same fee. Request for any change in the Contract Documents must be received by Metra no later than 10 calendar days prior to the scheduled date for bid opening. These change requests must be directed in writing to the Director, Professional Services /Contracts. The plans and specifications must be picked up at the above address, and are available Monday thru Friday, 8:00 A.M. to 12:00 P.M., and 1:00 P.M. to 4:00 P.M. local prevailing time. Metra, reserves the right to accept any bid or any part of parts thereof or to reject any and all bids. Acceptance of any bid is subject to the concurrence by the Federal Transit Administration ( "FTA "), and the Illinois Department of Transportation. PC/174 Revised 7/26/96 EXHIBIT A INVITATION FOR BIDS Metra, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 200d -4 and Title 49; Code of Federal Regulations, Subtitle A., Part 21 (Non- discrimination in Federally- Assisted Programs of the Department of Transportation) issued pursuant to said Act, hereby notifies all bidders that it will affirmatively ensure that in regard to any Contract entered into pursuant to this Invitation, minority business enterprises will be afforded full opportunity to submit bids in response to this Invitation and will not be discriminated against on the grounds of race, color, creed, sex and disability or national origin in consideration for an award. In order to be considered responsible all bidders will be required to certify that they are not on the Comptroller General's list of ineligible contractors. In order to be considered responsive all bidders will be required to submit the employment information requirements contained in the bid Documents to Metra DBE Director within the specified time period prior to the bid opening. The successful bidder will be required to comply with all applicable Federal, State of Illinois, and Equal Employment Opportunity laws and regulations. Any Contract resulting from these bids is subject to financial assistance Contracts between Wetra and the Federal Transit Administration ( "FTA ") and the Illinois Department of Transportation ( "IDOT"). - NOTES- 1. Contact ENGINEER -- of METRA's ENGDEPT— at ENGPHONE -- if you have any technical questions on this project. 2. The DBE requirement for this project is DBE—%. 3. The pre -bid meeting will be held at pbtime— on pbdate— at pbplace —. HARD HATS AND SAFETY SHOES MUST BE WORN AT THE PRE -BID MEETING 4. To obtain plans and specifications, please contact Mr. Eli Panayotovich at (312) 322 -6673. Northeast Illinois Regional Commuter Railroad Corporation D /B /A/ Metra PC /174 Revised 7/26/96 2 EXHIBIT B INFORMATION FOR BIDDERS Submission of Bid Bidder must submit two (2) complete, signed and attested copies of the Contract and. shall have entered the appropriate information in all blank spaces, in order to be responsive. All Certificates and Affidavits must be completed and submitted with the submission of the bid. Each bid must be submitted in the bid envelope provided by Metra. Once ss.Kbmitted, no bid may be withdrawn without Metra's consent, but it may be superseded by a subsequent timely bid. Any bid received after the time and date specified for opening, or any postponement thereof, will not be considered. Bids shall be irrevocable for a period of one hundred twenty (120) calendar days after opening thereof by Metra. Each bidder is responsible for reading the Contract Documents and for determining for itself that the Specification describes the work in sufficient detail. Failure of a bidder to do so shall not relieve the bidder of any obligation with respect to said bid. Bidders shall notify Metra of any inappropriate brand name, component or equipment called for in the Specification by Metra. After bids have been opened, no bidder shall assert that there was a misunderstanding concerning the nature of the work to be done or the quantities and specifications of the equipment to be delivered, and no such claim shall relieve a bidder from its obligation to perform at the Contract Price. The Contract Price shall include all permits, insurance, materials, plant facilities, work and expense necessary to perform the work in accordance with the Contract Documents at the Contract Price. The Contract Price shall not include any amount for sales or use taxes, or any other tax from which Metra is exempt. Bidders and their proposed subcontractors or suppliers may make appointments with engineer— of Metra's engDept— at (312) ENGPHONE to discuss the Specifications not later than 15 calendar days prior to the date scheduled for bid opening. Information (other than in the form of a written Addendum issued by Metra) from an officer, agent or employee of Metra or any other person shall not affect the risks or obligations assumed by the bidder or relieve him from fulfilling any of the conditions and obligations set forth in the bid and other Contract Documents. Before the bids are opened, ALL MODIFICATIONS OR ADDITIONS TO THE SPECIFICATIONS, GENERAL PROVISIONS OR OTHER CONTRACT DOCUMENTS WILL BE MADE IN THE FORM OF A WRITTEN ADDENDUM ISSUED BY METRA. Metra will send copies of any such Addendum (including notice of Approved Equals) not less than ten (10) calendar days before bids are opened to those persons who have received bid packages. The Specifications describe the equipment and the standard of construction, and are not intended to describe a particular manufacturer's product. Brand names specified in the Specifications shall be deemed to include Approved Equals, but bidder must obtain Metra's approval of their proposed equal not less than ten (10) calendar days before bids are opened, and Metra will notify all bidders accordingly. Bid Deposit Each bid must be accompanied by a Bid Deposit, as earnest money, in the form of a bid bond, a certified or cashier's check, drawn on a responsible bank, made payable to the order of Metra for 5% of the total amount of the base bid price. As soon as the bid prices have been compared, Metra will return the deposit of all except the three lowest bidders. When the Contract is executed, the deposits of the two remaining unsuccessful bidders will be returned. The Bid Deposit of the successful bidder will be retained until the Payment and Performance Bonds and Insurance Certificates have been received and approved, at which time it will be returned. PC /106 Revised 8/29196 EXHIBIT B INFORMATION FOR BIDDERS Award, Payment/Performance Bond and Insurance The bidder having executed the Contract signature page understands and agrees Metra may enter into the Contract by executing said signature page and returning one copy of the Contract to the bidder. The award date of the Contract shall be that date on which the Contract is delivered to the successful bidder. BONDS, PAYMENT & PERFORMANCE Payment and Performance Bonds each in the amount of 100 percent of the Contract Price, with a corporation surety satisfactory to Metra, will be required to assure performance of the Contract. Any attorney -in -fact who signs any bond must attach to each bond an effective copy of his power of attorney, the date of the bond specifically including such date within the authority conferred thereby. Acceptable Bond Form is the February 1970 Edition of AIA Document A311 Performance Bond and Labor and Material Payment Bond. The Contractor shall furnish a performance bond, satisfactory to Metra, within ten (10) working days of Contract award. Payment bonds and performance bonds must be provided by a company listed in Federal Register Circular 570, latest revision, Surety Companies Acceptable on Federal Bonds, and a Financial Rating of V or better as published by Best's Key Rating Guide, latest edition. Additionally, the bonding firm must be registered to do business in Illinois by the State of Illinois Department of Insurance. In case of failure of the bidder to timely provide the Payment and Performance Bonds and /or the Insurance Certificate to Metra, may at its option, declare the bidder in default of the Contract, in which case the Bid Deposit accompanying the proposal shall be forfeited to, and shall become the property of Metra, and Metra may elect either to accept the next lowest responsible bid, or re- advertise for new bids and take such other actions as are provided for under the Default Termination Provisions of the Contract. Evaluation of Bids /Bidders Metra may make such investigations as it deems necessary to determine the ability of the bidder to perform the work in conformity with the Contract Documents, and the bidder shall furnish to Metra all such information and data for this purpose as Metra may request. Metra reserves the right to waive minor informalities or irregularities in the bids received, to accept any bid deemed advantageous to Metra, or to reject any and all bids submitted. Conditional bids, or those which take exception to the Contract Documents without prior written approval from Metra may be considered nonresponsive and may be rejected. If awarded, the Contract shall be awarded to the lowest responsive, responsible bidder. The low bid shall be calculated on the base bid, or the base bid plus one or more of any of the alternate bids, in any combination, solely as determined by Metra pursuant to its best interests. In determining the lowest responsive and responsible bid, consideration will be given to several factors, including but not limited to price, financial responsibility of the bidder, completion date, responsiveness to the specifications, suitability of the equipment offered for its intended use and the experience of Metra and of other purchasers with the bidders. PC /106 Revised 8/29/96 2 EXHIBIT B INFORMATION FOR BIDDERS Metra may conduct a price and /or cost analysis of the bid as set forth in FTA circular 4221.11D. A price analysis is the process of examining the bid and evaluating a proposed price without evaluating the separate cost elements. The price analysis, through comparison to other similar procurement's, will be based on established or competitive prices of the elements used in the comparison. The comparison will be made to a purchase of similar quantity and involving similar specifications. Where a difference exists, a detailed analysis will be made of this difference and costs attached thereto. Metra may, in addition to or in place of a price analysis, conduct a cost analysis of the bid price. A cost analysis is the process of verifying individual cost elements that make up the total cost proposed. The price and /or cost analysis will be made by Metra in conjunction with this bid. If Metra cannot perform the needed analysis, Metra may obtain the services of a qualified firm to perform the cost analysis. By submitting its bid, the bidder agrees to furnish, upon request from Metra, all information (including a list of subcontractors and suppliers and their prices) reasonably necessary for such analysis. Furthermore, Metra may request that the Contractor show, in detail, the kinds, quantities, and prices of direct material and direct labor used to develop prices /costs submitted in the bid. In addition, Metra reserves the right to request and. receive information explaining and estimating process, including the judgmental factors and' methods used to project from known data, and the contingencies used. Metra may require the bidder to show how it computes and applies indirect costs and to show trend and budgetary data. Metra may also conduct a pre =award facility survey of the bidder. This survey may include, but is not limited to, determining if the bidder has the experience and capability and the necessary facilities and financial resources to complete the Contract in a satisfactory manner within the required time. Metra award will be made within one hundred and twenty (120) days after the date of the bid opening, or any mutually agreed extension thereof. Metra's bid protest procedures are available upon request. You have the right to protest this IFB or RFP. There are important time limits set forth in the procedures which are summarized here, but this paragraph is not meant to substitute the procedures. Any discrepancies between this paragraph and the bid protest procedures shall be decided by applying the procedures. If you wish to protest this solicitation, the protest must be filed in writing with Metra no later than five (5) days before the opening of bids. If you wish to protest the bid evaluation, the protest must be filed in writing with Metra no later than five (5) days after the bid opening. If you wish to protest award of the Contract, the protest must be filed, in writing with Metra, no later than five (5) days after Metra notifies bidders, in writing or orally, of the lowest responsive and responsible bidder. FTA will only review the protest regarding the alleged failure of the grantee to have written protest procedures or allege failure to follow such procedures. For more details concerning FTA's role in bid protests, bidders are referred to Metra's bid protest procedures and FTA circular 4220.1 D. PC /106 Revised 5/96 -6 3 EXHIBIT C GENERAL PROVISIONS (Construction) 1. GENERAL PAGE 2 2. PAYMENT PAGE 2 3. SUBCONTRACTS PAGE 3 4. WARRANTY PAGE 3 5. MATERIALS & EQUIPMENT PAGE 3 6. PERMITS & LICENSES PAGE 3 7. PROTECTION OF PROPERTY PAGE 3 8. LIENS PAGE' 4 9. UTILITIES PAGE 4 10. DRAWINGS & SPECIFICATIONS PAGE 4 11. SAFETY & SECURITY PAGE 5 12. CONTRACTOR ACKNOWLEDGEMENT PAGE 6 13. POSSESSION OF WORK PAGE 6 14. TAXES PAGE 6 15. NOTICES PAGE 7 16. SEVERABILITY & WAIVERS PAGE 7 17. PASS - THROUGH PAGE 7 18. INDEMNIFICATION PAGE 7 19. CONSTRUCTION STANDARDS PAGE 8 20. NOTICE -TO- PROCEED PAGE 8 1 EXHIBIT C GENERAL PROVISIONS (Construction) GENERAL A. The work called for herein is not part of the trade or business of Metra but is a part of the regular line of business and trade of the Contractor. B. Contractor shall at all times have a qualified representative acceptable to Metra available for consultation. Such representative shall have the authority to make field decisions, receive direction from Metra representative and direct, supervise and schedule the Contractor's employees and subcontractors. The Contractor shall not lend its employees to Metra nor request the loan of Metra employees for any purpose. C. It is understood that all materials furnished hereunder will be new and that workmanship and materials under this Contract are to be first quality in every respect and that the complete job is subject to Metra inspection and approval before final payment is made. 2. PAYMENT A. Payments will be made as provided in the Contract unless otherwise authorized in writing by Metra, the items of work for which payment will be made shall be limited to those listed and enumerated in the Contract. The unit prices or lump sum price or prices stated in the Contract will be used in determining the amount to be paid and shall constitute full and final compensation for all work. B. There shall be no increase in the cost of any Fixed Price portion of this Contract except as provided for under the CHANGES clause of this Contract. C. Metra may withhold interim and /or final payments to Contractor, pending Contractor's submission (in accordance with II. Rev. State. 1954,'Chap. 82, Sec. 5) to Metra of a sworn statement, stating the names of all parties furnishing, or who have furnished, material and /or labor and the amounts due, or to become due to each. D. If any portion of this Contract is on other than a Fixed Price basis, and Contractor has reason to believe that the costs of the Non -Fixed Price portions(s) which it expects to incur thereunder in the next thirty (30) days, when added to the costs previously incurred, will exceed eighty-five percent (85 %) of the estimated cost thereof, the Contractor shall notify Metra in writing to the effect giving a revised estimate of the total cost of performance of that portion(s) of the Contract. Metra shall not be obligated to pay the Contractor in excess of the estimated amount(s) for labor and materials or any Non -Fixed Price portion of this Contract, unless Metra notified the Contractor in writing that the estimated cost for same has been increased. Contractor shall be reimbursed only for the actual amount paid to sub - Contractors for materials under the Non -Fixed Price portion of this Contract. No payment of any kind shall be made to Contractor as a part of the material(s) cost for letting administrative handling or supervising the acquisition of the materials. iii Metra and the Contractor must execute the Field Inspection Report, prior to Metra making payment(s) to the Contractor. When Time and Material and /or Unit Price is provided in the Contract, Metra and Contractor must additionally execute, for said work each day, a "Daily Report", to permit payment for same. 4PC 107. Rev 1/97) 2 EXHIBIT C GENERAL PROVISIONS (Construction) SUBCONTRACTS No part of the work covered under this Contract shall be sublet by the Contractor, without prior approval from Metra. A list of proposed sub - contractors shall be submitted to Metra for approval, prior to start of work. In subletting any such work, the Contractor shall obtain the written Agreement of each sub - contractor in terms substantially equivalent to the terms herein set forth, and shall require each sub - Contractor to furnish certificates of insurance in compliance with Metra's insurance requirements in advance of commencing work, and provide proof of these terms requirements to . Aetra. a.) Nothing contained in the Contract shall be construed as creating a Contractual relationship between any subcontractor and Metra. The divisions or sections of the specifications are not intended to control the Contractor in dividing the work among subcontractors, or to limit the Work performed by any trade. The Contractor shall be responsible to Metra for acts and omissions of his own employees and of subcontractors and their employees. He shall solely be responsible for the coordination of the work of the trades, subcontractors and suppliers. Metra will not undertake to settle any differences between or among the Contractor, subcontractors, or suppliers. b.) Metra may undertake or award other Contracts for additional work at or near the site of the Work under this Contract. The Contractor shall fully cooperate with the other Contractors and with Metra employees and shall carefully adapt scheduling and performing the Work, heeding any direction that may be provided by the Metra's Project Manager or Metra's Contracting Officer. The Contractor shall not commit or permit any act that will interfere with the performance of Work by any other Contractor or by employees. 4. WARRANTY For a period of one (1) year from the date of completion, as evidenced by the date of Final Acceptance of the Work, the Contractor warrants that work performed under this Contract conforms to the Contract requirements and is free of any and all defects of equipment, material or workmanship performed by the Contractor or any of its subcontractors or suppliers. Under this warranty, the Contractor shall remedy at its own expense any such failure to conform or any defect. Nothing in the above intends or implies that this warranty shall apply to Work which has been abused or neglected by Metra or other user thereof. 5. MATERIALS & EQUIPMENT A. The Contractor at its own cost and expense shall provide all manner of materials, labor, tools, equipment cartage and facilities necessary for the performance and completion of the Work. B. The Contractor shall be solely responsible for its tools, equipment and materials and shall load, unload and provide storage facilities for same, in an area specified by metra and in such manner that traffic may be maintained in buildings, on roads, and railroads (as applicable) during and after working hours. 6. PERMITS AND LICENSES Permits and licenses of any nature necessary for the prosecution of the work shall be secured and paid for by the Contractor. The Contractor shall give all notices required by and otherwise comply 4PC 107. Rev 1/97) 3 EXHIBIT C GENERAL PROVISIONS (Construction) with all laws, ordinances, rules and regulations, including the safety rules and regulations of Metra bearing on the conduct of said Work. 7. PROTECTION OF PROPERTY A. The premises are to be kept in a neat and orderly condition, and unless otherwise specified in this Contract title to all demolished materials and equipment, waste, excavated material and rubbish is vested in Contractor and shall be disposed off the premises by Contractor, unless specified to the contrary elsewhere in the Contract. B. Any damage caused by the Contractor's performance of this Contract to structures, utilities, facilities or property shall be promptly repaired or restored to its original condition by the Contractor at its own expense irrespective of fault, unless instructed to the contrary by Metra. C. Metra shall assume risk of loss of the Work and materials only upon Final Acceptance. Prior to Final Acceptance the Contractor shall have risk of loss of the Work, including any damages sustained from any cause whatsoever. D. The Contractor shall lay out its Work from the established ranges and gages indicated on the drawings and shall furnish at its own expense, all stakes, templates, platforms, equipment rangemarkers, and labor as may be required for the execution of Work to such lines and grades as may be established or indicated by Metra until authorized to remove them. If such marks are destroyed by the Contractor through its negligence prior to their authorized removal, they may be replaced by Metra at its discretion. The expense of replacement will be deducted from any amounts due, or to become due the Contractor. 8. LIENS The Contractor shall not at any time suffer nor permit any lien or attachment or other encumbrance to be put or remain on said premises or the Work to be constructed thereon for or on account of any Work or materials furnished hereunder or by reason of any other claim or demand against the Contractor, and the Contractor shall not put any materials on said premises unless the Contractor has an unencumbered title thereto. Metra shall require waivers of lien prior to making final payment under this Contract. 9. UTILITIES Contractor shall be responsible to provide at its expense all such utilities and sanitary, storage, office and other facilities as it may need during the performance of this Contract. Contractor shall maintain these utilities and facilities in accordance with applicable laws, codes and standards and shall remove same upon completion of the Work in a manner satisfactory to Metra. 4PC 107. Rev 1/97) 4 EXHIBIT C GENERAL PROVISIONS (Construction) 10. DRAWINGS & SPECIFICATIONS The Contractor shall check all drawings and specifications, if any, furnished him immediately upon their receipt and shall promptly notify Metra of any omissions, discrepancies or variations from field conditions. The Contractor shall compare all drawings and verify the figures before laying out the Work and will be responsible for any errors which may result therefrom. Omissions from the drawings or specifications, variations between drawings, specifications and field conditions, or the misdescription of details of Work which are manifestly necessary to carry out the intent of the drawings and specifications, or which are customarily performed shall not relieve the Contractor from performing such omitted or misdescribed details of Work, but shall be performed as if fully and correctly set forth and described in the drawings and specifications. Work shown on drawings but not on specifications or Work shown on specifications but not on drawings shall be performed as if on both drawings and specifications. 11. SAFETY & SECURITY A. Contractor shall at all times be responsible to enforce strict discipline and good order among its employees and provide such items as flagmen, barricades, danger signs, etc., as are necessary for the protection of the property, its owners and employees, othef Contractors, Metra, and the general public. In addition, the contractor shall insure compliance with all safety codes laws and standards. Specific rules relative to the work site will be explained to the Contractor at pre -work safety conference, such as the limitation of the Contractor's employees to definitive area and routes of ingress and egress. B. Pursuant to Section 107 of the Contract Work Hours and Safety Standards Act and Department of Labor regulations, "Safety and Health Regulations for Construction," 29 C.F.R. 1926, no laborer or mechanic working on a construction Contract shall be required to work in surroundings or under working conditions that are unsanitary, hazardous, or dangerous to his or her health and safety as determined under construction and health standards promulgated by the Secretary of Labor. C. Contractor shall comply with Federal Railroad Administration requirements (49 CFR 214) Working On Railroad Bridges, described in the Metra Safety Rules H469, H470 and H471. Contractor shall be supplied with a copy of the written rules for inclusion in the Contractor's safety program. 12. CONTRACTOR ACKNOWLEDGEMENT The Contractor acknowledges that it has satisfied itself as to the nature and location of the Work, the general and local conditions, particularly those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electric power, roads and uncertainties of weather, river stages, tides and similar physical conditions at the site, the conformation and conditions of the ground, the character of equipment and facilities needed preliminary to and during the prosecution of the Work, and all other matters upon which information is reasonably obtainable and which can in any way affect the Work or the cost thereof under this Contract. The Contractor further acknowledges that it has satisfied itself as to the character, quality and quantity of surface and subsurface materials to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by Metra, as well as from information presented by the drawing and specifications made a part of this Contract. Any failure 4PC 107. Rev 1/97) 5 EXHIBIT C GENERAL PROVISIONS (Construction) by the Contractor to acquaint itself with all available information shall not relieve it from responsibility for estimating properly the difficulty or cost of successfully performing the Work.. Metra assumes no responsibility for any misunderstanding or representations made by any of its officers or agents during or prior to the execution of this Contract, unless (1) such understanding or representations are expressly stated in the Contract, and (2) the Contract expressly provides that the responsibility therefore is assumed by Metra. Representations made but not so expressly stated for which responsibility is not expressly assumed by Metra in the Contract shall be deemed only for the r +formation of the Contractor. 13. POSSESSION OF WORK Metra shall have the right to take possession of or use any completed or partially completed Work. Such possession or use shall not be deemed an acceptance of any Work not completed in accordance with the Contract. If such prior possession or use by Metra delays the progress of the Work or causes additional expenses to the Contractor, an equitable adjustment in the Contract price and /or time of completion will be made and the Contract shall be modified in writing accordingly. 14. TAXES A. The Contract Price shall not include, and Contractor shall not add to the Contract Price, any amount in the nature of sales, transfer, service or use taxes, or any other tax from which Metra is exempt, with respect to the Work performed hereunder or the transfer or delivery of any of the Equipment to Metra. In the event any claim is made against Contractor for payment of any such taxes, Contractor shall promptly notify Metra and afford to it the opportunity, before payment of any such taxes, to contest said claim in the manner and to the extent it may elect and to settle or satisfy such claim. B. Contractor covenants and agrees to pay all foreign, federal, state and municipal taxes, duties, imposts, assessments and charges (except as otherwise provided in paragraph A directly above) arising out of or in connection with the performance of the Work or the furnishing or delivery of the Equipment. 15. NOTICES Except as otherwise specified in the Contract Documents, all requests, notices, demands, authorizations, directions, consents or waivers or other Documents required or permitted under this Contract shall be in writing and shall be delivered in person to, or deposited postage pre -paid in the mails of the United States address to Metra's Director Professional Services /Contracts at the above address. 16. SEVERABILITY AND WAIVERS A. The parties agree that if any provision of this Contract shall be held invalid for any reason whatsoever, the remaining provisions shall not be affected thereby if such remaining provision should then continue to conform with the purposes of this Contract, and the terms and requirements of law. 4PC107.Rev 1/97) 6 EXHIBIT C GENERAL PROVISIONS (Construction) B. Metra's failure to promptly enforce any of the conditions of this Contract shall not be deemed to be a waiver and no waiver of any rights under this Contract shall constitute a waiver of any of Metra's other rights. 17. PASS - THROUGH All rights, warranties, guarantees, privileges, remedies, or other benefits granted under the Contract shall pass- through to any organization to whom Metra may assign, lease, sell or otherwise transfer the use of the completed Work procured hereunder. 18. INDEMNIFICATION Contractor hereby binds itself, its successors, and assigns, to indemnify, defend, and hold harmless Metra from all loss, damage, or expense (including attorney's fee) due to any claim brought against Metra for alleged infringement of United States Letters Patent, of the United States of State Trademark laws, or of the United States or State Copyright Laws, arising from any material or design specified in, or supplied pursuant to, this Contract. In connection with the performance of this Contract, the Contractor agrees to assume all risk of injury to person (including death) and damage to property suffered by Contractor, Metra, and all other persons, firms,and corporations, and the Contractor agrees to indemnify, defend, and save harmless Metra and its officers, agents, and employees from and against all loss, liability, cost, and expense (including all costs of litigation and all attorney's fees) which any of them may incur, sustain, or be subject to on account of all claims, including injury or death to persons, or damage to property suffered by Contractor, Metra, and all other persons, firms, and corporations which result from or arise out of the performance of this Contract by Contractor, its agents, servants or employees. This indemnification is not intended to violate the provisions of 740 ILCS 35/0.01 et seq., or any amendments thereto, and this indemnification shall not imply nor is it intended to be an indemnification of Metra's own negligence or the negligence of Metra's employees. The indemnification (along with the Construction Insurance Requirements Form) sets for the entire understanding between the parties regarding this subject. Any modification of these terms must be approved by Metra in writing. In addition, the Contractor is to do so in writing. Any attempt by the Contractor to define such terms in the specification shall be void unless Metra specifically and expressly approves of the terms in writing. 4PC 107. Rev 1/97) 7 EXHIBIT C GENERAL PROVISIONS (Construction) 19. CONSTRUCTION STANDARDS Construction plans must meet seismic standards of the region. 20. NOTICE -TO- PROCEED The Contractor is required to start construction within 10 calendar days of the Notice -to- Proceed if so directed by Metra. 4PC 107. Rev 1/97) 8 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (PC 112.Rev 1/97) 1 PAGE 1. PARTIES AFFECTED 2 2. FALSE OR FRAUDULENT STATEMENTS OR CLAIMS ................... 2 3. APPROVED EQUALS AND BRAND NAME ............................. 2 4. ENVIRONMENTAL REQUIREMENTS ..............................: 2 5. AUDIT 4 6. DISADVANTAGE BUSINESS ENTERPRISE ........ . 7. EMPLOYMENT .................. ..............................4 8. TERMINATION AND SUSPENSION ................ 9. UNAVOIDABLE DELAYS ......... ............................... 8 10. MODIFICATIONS TO CONTRACTS 8 11. INTEREST OF MEMBERS OF CONGRESS .......................... .8 12. PROHIBITED INTEREST 9 13. FINANCIAL ASSISTANCE CONTRACTS ............................ .9 14. INELIGIBLE CONTRACTORS AND SUBCONTRACTORS ................ .9 15. CONTRACT CHANGES 9 16. SUBCONTRACTING LIMITATIONS . ............................... .9 17. COPYRIGHT AND RIGHTS IN DATA ............................... .9 18. CARGO PREFERENCE - USE OF UNITED STATES FLAG VESSELS ....... 10 19. NONDISCRIMINATION .......... ............................... 11 20. ASSIGNMENT .................. .............................17 21. GOVERNMENT INSPECTION ..... ............................... 17 22. PATENT INFRINGEMENT ........ ............................... 18 23. DISPUTES ..................... .............................18 24. BUY AMERICA .................. .............................18 25. REQUIRED IN BIDDING REQUIREMENTS ........................... 19 26. CONSERVATION ................ .............................19 27. CHANGING REQUIREMENTS ..... ............................... 19 28. REPORTING, RECORD RETENTION AND ACCESS ................... 19 29. PATENT RIGHTS ................ .............................20 30. CONTRACT HOURS AND SAFETY STANDARDS ACT .................. 20 31. SUBSTANCE ABUSE ............. .............................20 32. ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES ........ 20 33. SEISMIC SAFETY ................ .............................20 34. EMPLOYEE BENEFITS .......... ............................... 21 35. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES ........ 21 (PC 112.Rev 1/97) 1 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS U. S. DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION ( "FTA ") AND ILLINOIS DEPARTMENT OF TRANSPORTATION ( "IDOT ") ADDENDUM FOR CONSTRUCTION CONTRACTS Parties Affected. The Contractor agrees to take appropriate measures to ensure that his firm, employees, any subcontractors or any additional parties contracted for work as a result of this Contract will be responsible for compliance with those Federal and State requirements described in this Contract. 2. False or Fraudulent Statements or Claims. The Contractor recognizes that the requirements of the Program Fraud Civil Remedies Act of 1986, as amended, 49 U.S.C. part 3801 et see and US DOT regulations 49 C.F.R. Part 31 apply to its actions pertaining to this Contract. Accordingly, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or it may make pertaining to the Contract. In addition to other penalties that may be applicable, the Contractor also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the Contractor to the extent the Federal Government deems appropriate. If applicable, the Federal Government reserves the right to impose on the Contractor the penalties of 18 U.S.C. Part 1001 and 49 U.S.C. Part No. 5307 (n) (1), to the extent the Federal Government deem appropriate. 3. Approved Equals and Brand Names. Where a feature, component, or item is specified by brand name in the Specifications, the words "or Approved Equal" are implied. All approvals and requests for approvals of proposed Approved Equals must be in writing. Specification by brand name of components or equipment in the Specification shall not relieve Contractor from its responsibility to design and construct the Equipment and perform the work in accordance with the general performance requirements of the Specifications and these General Provisions. 4. Environmental Requirements. The Contractor recognizes that many Federal and State laws imposing environmental and resource conservation requirements may apply to the Contract. Some, but not all, of the major Federal laws that may affect the Project include: the National Environmental Policy Act of 1969, as amended, 42 US.C..§ 4321 et seq.; the Clean Air Act, as amended, 42 U.S.C. § 7401 et sec and scattered sections of 29 U.S.C.; the Clean Water Act, as amended, scattered sections of 33 U.S.C. and 12 U.S.C.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. §§ 9601 et seg. The Contractor also recognizes that U.S. EPA, FHWA and other agencies of the Federal Government have issued and are expected in the future to issue regulations, guidelines, standards, orders, directives, or other requirements that may affect the Project. Thus, the Contractor agrees to adhere to, and impose on its subcontractors and any other parties at any tier, any such Federal requirements as the Federal Government may now or in the future promulgate. Listed below are requirements of particular concern to FTA, Metra and the Contractor. The Contractor acknowledges that this list does not constitute the Contractor's entire obligation to meet all Federal environmental and resource conservation requirements. (PC 112.Rev 1/97) EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS a. Environmental Protection. The Contractor agrees to comply with the applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 et seg. in accordance with Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low - Income Populations," 59 Fed. Reg. 7629, Feb. 16, 1994; FTA statutory requirements on environmental matters at 49 U.S.C. § 5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 et seg.; and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures, "23 C.F.R. Part 771 and 49 C.F.R. Part 622. b. Air Quality. The Contractor agrees as follows: (1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended; 42 U.S.C. §§ 7401 et sue. Specifically: (a) The Contractor agrees to comply with all applicable requirements of U.S. EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act, "40 C.F.R. Part 51, Subpart T; and Determining Conformity of Federal Actions to State or Federal Implementation Plans, "40 C.F.R. Part 93. To support the requisite air quality conformity finding for the Project, the Contractor agrees to implement each air quality mitigation and control measure incorporated in the Project. The Contractor agrees that any Project identified in an applicable State Implementation Plan (SIP) as a Transportation Control Measure, will be wholly consistent with the description of the design concept and scope of the Project described in the SIP. (2) The Contractor agrees to comply with, and assures compliance by its subcontractors at any tier, with these requirements resulting from the project. The Contractor will report any violation by its own employees and subcontractors at any tier, that may result in any violation of these requirements to Metra, the FTA, and to the appropriate U.S. EPA Regional Office. c. Clean Water. The Contractor agrees as follows: (1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251 et seq. (2) The Contractor agrees to comply with, and assures compliance by its subcontractors at any tier, with these requirements resulting from the project. The Contractor will report any violation by its own employees and subcontractors at any tier, that may result in any violation of these requirements to Metra, the FTA, and to the appropriate U.S. EPA Regional Office. (PC 112.Rev 1/97) 3 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS 5. Audit. Contractor agrees to permit the Secretary of Transportation, the authorized representatives of Metra, FTA, IDOT, and the Comptroller General of the United States or their duly authorized representative, to inspect all work materials, payroll and other data and records involving this Contract and to audit the books, records, and accounts involving this Contract as it effects the "Project" as defined by the applicable FTA Grant Agreement relating to its performance under the Contract. 6. Disadvantaged Business Enterprise. Contractor must take all such action as may be necessary and reasonable to assure that disadvantaged business enterprises have an equitable opportunity to compete in all sub - contracting activities and shall cooperate with Metra in its program for the participation of disadvantaged enterprises. 7. Employment. 7.1 Equal Employment Opportunity and Fair Employment Practices. In connection with the execution and performance of this Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, disability, sex, age, or national origin. Contractor shall take affirmative action to assure that applicants are employed, and that employees are treated, during their employment, without regard to their race, religion, color, sex, age, disability or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, terminations, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 7.2 FTA Regulations. Contractor, for itself, its assignees and successors in interests, agrees that it will comply with the following regulations: (a) Compliance with Regulations. Contractor shall comply with the Regulations relative to nondiscrimination in federally- assisted programs of the FTA Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Contract. (b) Nondiscrimination. Contractor, with regard to work performed by it during this Contract, shall not discriminate on the grounds of race, color, religion, national origin, age, disability, or sex, in the selection and retention of subcontractors, including procurement of materials and lease of equipment. Contractor shall not participate, either directly or indirectly, in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices, when this Contract covers a program set forth in Appendix B of the Regulations. (c) Solicitations for Subcontracts (including Procurement of Materials and Equipment). In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurement of materials or lease of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under the Contract and the Regulations relative to nondiscrimination on the grounds of race, color, religion, national origin, age, disability or sex. (PC 112.Rev 1/97) 4 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (d) Information and Reports. Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records. accounts, other sources of information and its facilities, as may be determined by Metra or FTA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish information, Contractor shall so certify to Metra or FTA, as appropriate, and shall set forth what efforts it has made to obtain the information. (e) Sanctions for Noncompliance. In the event of Contractor's non - compliance with the nondiscrimination provisions of this Contract, Metra shall impose such Contract sanctions as it or FTA may determine to be appropriate, including, but not limited to: (i) Withholding of payments to Contractor under this Contract until Contractor complies; and /or Cancellation, termination or suspension of this Contract, in whole or in part. (f) Incorporation of Provisions. Contractor shall include the provisions of paragraphs (a) through (f) of this Section 5.2 in every subcontract, including procurement of materials and lease of equipment, unless exempt by the Regulations or directives issued pursuant thereto. Contractor shall take such action with respect to any subcontract or procurement Metra or FTA may direct as a means of enforcing such provisions including sanctions of noncompliance; provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request Metra to enter into such litigation, and Contractor may request the United States to enter into such litigation to protect the interests of the United States. 7. Equal Employment Opportunity. Contractor shall comply with, and assure that each subcontractor complies with, the following regulations of the Illinois Department of Human Rights: 7.3.1 Section 6.1 In the event of the Contractor's noncompliance with any provisions of the Equal Opportunity Clause, the Contractor may be declared non - responsive and therefore ineligible for future Contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and the Contract may 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 regulations. During the performance of this Contract, the Contractor agrees as follows: (1) That it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or ancestry, 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 under - utilized and will take appropriate affirmative action to rectify any such under - utilization. (PC112.Rev 1/97) EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (2) That, if it hires additional employees in order to perform this Contract or any portion hereof, it will determine that availability (in accordance with the Department's Rules and Regulations) of minorities and subcontractors and further it will promptly notify the Contracting agency and the Department in the event any subcontractor fails or refuses to comply therewith. In addition, no Contractor will utilize any subcontractor declared by the Department to be non - responsible and therefore ineligible for Contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations. 7.3.2 Section 6.3 Subcontracts. Each Contractor and subcontractor shall, in turn, include the Equal Employment Opportunity Clause set forth in Section 6.1 of these Rules and Regulations in each of its subcontracts verbatim or by reference, so that provisions of Paragraphs 1 through 7 of said clause will be binding upon subcontractors of every tier, provided, however, that only paragraphs 1, 5, 6 and 7 need be included in every subcontract as defined in Section 1.1 (17) (a) of these Rules and Regulations. 8. Termination and Suspension. Metra reserves the right to terminate this Contract at any time after the effective date of this contract, with or without cause. The termination will be effective as provided in Sections 8.1 and 8.2 below. 8.1 Termination for Default (or for Cause). (a) Each of the following is an event of default: (i) If Contractor fails to begin the Work or abandons it; (ii) If the Contract is assigned or the Work subcontracted otherwise than as permitted by the Contract documents; (iii) If Contractor unreasonably delays performance of the Contract with no excuse hereunder; (iv) If Contractor violates or breaches any of the provisions or covenants of the Contract documents, or does not comply therewith in good faith; (v) If the work or any part thereof is not completed within the delivery time prescribed in the Contract, or within the time to which such delivery is extended by Metra: (vi) In view of the necessity for special skill and ample financial resources in the execution of the Work, if Contractor shall make an assignment for the benefit of creditors, take advantage of any insolvency statute, debtor or creditor law now or hereafter enacted or amended, or if its property or affairs shall be put in the hands of a receiver or receivers. (PC 112.Rev 1/97) 6 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (b) Upon the occurrence of any of the events of default. Metra, upon written notice to Contractor, shall have the following rights: (i) The right to declare the Contractor in default and the Contract abandoned and to take over and complete the work or any part thereof itself or through other Contractors, as agent for and at the expense of Contractor; and (ii) The right to declare the Contractor in default and to terminate the Contract as to any work not yet completed. In any event, Metra reserves its rights to damages, liquidated or otherwise, arising out of any such default, and such other remedies as may be provided by the law, unless Contractor cures such default within seven (7) calendar days after receipt of written notification of default. In the event of cancellation or termination following the event of default, no cancellation charges shall be paid to Contractor. 8.2 Termination without Default. As stated before, Metra reserves the right to terminate this Contract, effective immediately, without cause upon notice to the Contractor of termination in writing. Additionally, in the event FTA's or (DOT's financial assistance for Contract is, in whole or in part, suspended, abrogated, or terminated for any reason whatsoever, Metra shall have the right to terminate this Contract upon receipt of written notice by the Contractor, with no obligation other than payment to the Contractor of the following cancellation charges. In the event of cancellation other than for Contractor's default, Metra agrees to pay, and Contractor agrees to accept as its sole remedy, cancellation charges equal to the cost (less salvage), if any, of materials, supplies, and labor expended or irrevocably committed to the Work, plus a reasonable profit (not greater than 10 %) based on a proportionate allocation of the profit which would have been earned had the entire Work been performed to the portion of Work then performed. Title to all property covered by such charges shall vest in Metra without additional charge. Payment of cancellation charges will be made within forty-five (45) calendar days after presentation of Contractor's invoice showing all cancellation charges accompanied by evidence substantiating each cost or expense claimed. 8.3 Post - Termination Obligations. After receipt of notice of termination and except as otherwise directed by Metra, the Contractor shall: (a) Stop work under the Contract on the date and to the extent specified in the notice of termination; and (b) Place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of this work under the Contract as is not terminated, and (c) Terminate all orders and subcontracts to the extent that they relate to the performance of Work terminated by the notice of termination. (PC 112.Rev 1/97) 7 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS 9. Unavoidable Delays. If completion of the Work under this Contract should be unavoidably delayed, Metra shall extend the time for completion of this Contract for the determined number of days of excusable delay. A delay is unavoidable only if the delay was not reasonably expected to occur in connection with or during the Contractor's performance; was not caused directly or substantially by acts, omissions, negligence or mistakes of the Contractor, the Contractor's suppliers, or their agents; was substantial and caused the Contractor to miss delivery dates; and the Contractor could not adequately have guarded against the delay by Contractual or legal means. 9.1 Notification of Delay. The Contractor shall notify Metra by telephone as soon as the Contractor has, or should have, knowledge that an event has occurred which will delay the Work. Within five (5) calendar days, the Contractor shall confirm such notice in writing furnishing as much detail as is available. 9.2 Request for Extension. The Contractor agrees to supply, as soon as such data is available, any reasonable proof that is required by Metra to make a decision on any request for extension. Metra shall examine the request for extension and any documents supplied by Contractor, and shall determine if the Contractor is entitled to ,an extension and the duration of such extension, or is subject to Liquidated Damages, or termination for default, as set forth elsewhere in the Contract. Metra shall notify the Contractor of the decision in writing. It is expressly understood and' agreed that the Contractor shall not be entitled to damages or compensation and shall not be reimbursed for losses on account of delays resulting from any cause under this provision. 10. Modification to Contract. 10.1 Written Change Orders. Oral change orders are not permitted. No change in this Contract shall be made except in writing signed by an authorized representative. The Contractor shall be liable for all costs resulting from any specification change not properly ordered by written modification to the Contract and signed by Metra. In addition, the Contractor shall be responsible for correcting any specification change not properly ordered. 10.2 Change Order Procedure. The Contractor shall submit to Metra a written request for a Contract modification with a detailed price and schedule breakdown for the work to be done on Metra's forms. This request shall be accepted or modified through negotiations between the Contractor and Metra. Upon agreement, detailed modifications shall be executed in writing by both parties. Disagreements that cannot be resolved within negotiations shall be resolved in accordance with the Contract Dispute Clause. 10.3 Price Adjustment For Regulatory Changes. If the price adjustment is set forth, either upward or downward, it shall be negotiated between Metra and the Contractor for changes that are mandatory as a result of legislation or regulations that are promulgated and become effective between the date of bid opening and the date of manufacture. Such price adjustment may be audited, where required. 11. Interest of Members of Congress. No member of or delegate to the Congress of the United States, nor any member or delegate to the Illinois General Assembly, shall be admitted to any share or part of this Contract or to any benefit arising therefrom. (PC 112.Rev 1/97) 8 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS 12. Prohibited Interest. No member, officer, or employee of Metra, or of any local public body, with a financial interest or control in this Contract during his tenure or one (1) year thereafter, shall have any interest, direct or indirect, in this Contract or the proceeds thereof. 13. Financial Assistance Contract. This Contract is subject to the provisions of the financial assistance Contracts between Metra, FTA, IDOT, and other sponsoring agencies which are identified in the Invitation for Bids. 14. Ineligible Contractor and Subcontractors. Any name appearing upon the Comptroller General of the United States' list of ineligible Contractors for federally financed and assisted construction shall not be eligible to act as a subcontractor for the Contractor pursuant to this Contract. In the event the Contractor is on the Comptroller General's list of ineligible Contractors for federally financed or assisted construction, this contract may be canceled, terminated or suspended by Metra. 14.1 Violation of Public Contracts. Contractor and subcontractors are required to certify that they are not included on the U. S. Comptroller's consolidated list of persons or firms currently debarred for violation of various public Contracts. 15. Contract Changes. Any proposed change in the Contract shall be submitted to Metra for its prior approval. 16. Subcontracting Limitations. The Contractor shall perform site Work, with his own employees, equivalent to at least 30% percent of the total pay items. Only pay items for direct labor and direct labor fringes for the Contractor's own employees and material purchased for installation by these employees, will be used in computing the total amount and percentage of Work. Work performed by the Contractor's employees shall mean actual on -site Work. Pay Items shall exclude all material purchases made by the Contractor that are installed by either subcontractor(s) of any tier, or material procured on behalf of Metra for installation by Metra's own workforces. Pay items shall also exclude all general conditions, including by not limited to, insurance, all bonding expenses, mobilization expenses, overhead expenses and profit. In order to be considered an employee of the Contractor, an employee must be listed on required federal and or state payroll tax returns, e.g. State of Illinois UC940 form. 17. Copyright and Rights in Data. This Agreement shall be subject to the U.S. Federal Transit Administration's (FTA) policy on copyrights and rights in data, with respect to research reports and other technical materials developed with program funds. That policy, as set forth in Section III B of the FTA External Operating Manual, permits the author or grantee to copyright the work, but FTA reserves a royalty -free nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, the work for Government purposes. Definition. The term "subject data" used in this section means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Grant Agreement or Cooperative Agreement. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to Project Administration. (PC112.Rev 1/97) 9 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Grant Agreement or Cooperative Agreement: (1) Except for its own internal use, Metra may not publish or reproduce subject data in whole or part, or in 'any manner or form, nor may Metra authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public. (2) The restrictions on publication of Subsection 19.b(1) of this Master Agreement, however, does not apply to an Agreement with an institution of higher learning. In accordance with 49 C.F.R. Part 18.34 and 49 C.F.R. Part 19.36 the Federal Government reserves a royalty -free, non - exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize use for Federal Government purposes the "subject data" described as follows: a. Any subject data developed under this Contract financed by FTA to Metra, whether or not a copyright has or has not been obtained by the Contractor; and b. Any rights of copyright to which a Contractor purchases ownership paid by Metra with Federal assistance. 18. Cargo Preference - Use of United States - Flag Vessels and Flag Air Carriers The Contractor agrees -- A. To utilize privately owned United States - flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo lines, and tankers) involved, whenever shipping any equipment, materials, or commodities pursuant to this contract, to the extent such vessels are available at fair and reasonable rates for United States -flag commercial vessels. B. To furnish within 20 days following the date of loading, for shipment originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on board" commercial ocean bill -of- lading in English for each shipment of cargo described in paragraph A above to the FTA Administrator and grantee through the prime contractor in the case of subcontractor bill -of- lading and to the Division of National Cargo, Office of Market development, Maritime Administration, Washington, D.C. 20230. C. To utilize U.S. flag air carriers, to the extent service is available, for the international air transportation of any persons involved in the Contract or any property acquired for the Contract as required by the International Air Transportation Fair Competitive Practices Act of 1974, amended, 49 U.S.C.§ 40118, in accordance with U.S. GAO regulations, "Uniform Standards and Procedures for Transportation, "40 C.F.R. Part 52, and U.S. GAO Guidelines for Implementation of the "Fly America Act," B- 138942, 1981 U.S. Comp. Gen LEXIS 2166, March 31, 1981. D. To insert the substance of the provisions of this clause in all subcontracts issued pursuant to this clause. (PC112.Rev 1/97) 10 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS 19. Nondiscrimination. Pursuant to Department of Labor regulations at 41 C.F.R. 60- 1.4(b) (1) and 60 -1.4 (c): (1) The Recipient agrees that it will incorporate or cause to be incorporated into any Contract for construction Work, or modification thereof, as defined in Department of Labor regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Chapter 60, that is paid for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of Federal Government pursuant to a grant, cooperative Agreement, Contract, loan, insurance, or guarantee, or undertaken pursuant to a Federal program involving the grant, cooperative Agreement, Contract, loan, insurance, or guarantee, the following equal opportunity clause: DURING THE PERFORMANCE OF THIS CONTRACT, THE CONTRACTOR AGREES AS FOLLOWS: (a) The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The Contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, religion, color, national origin, age, disability, or sex. 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 for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, age, sex, disability or national origin. (c) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other Contract or understanding, a notice to be provided advising the labor union or workers' representatives of the Contractor's commitments under section, 202 of Executive Order No. 11246 of September 24, 1965 and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (d) The Contractor will comply with all provisions of the Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. (e) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records and accounts by the Secretary of Labor and the FTA for purposes of investigation to ascertain compliance with such rules, regulations and orders. (PC 112.Rev 1/97) 11 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (f) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations or orders, this Contract may be canceled, terminated or suspended, in whole or in part, and the Contractor may be declared ineligible for further federal or federally assisted Contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965 or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law. (g) The Contractor will include the provisions of paragraphs (a) through (g) of this subsection in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Secretary of Labor or the FTA may direct as a means of enforcing such provisions, including sanctions for noncompliance provided, however, that if a Contractor becomes involved in or is threatened with litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into such litigation to protect the interest of the United States. 2. Standard Federal equal employment opportunity construction Contract specifica- tions (Executive Order No. 11246): (1) As used in these specifications: (a) "Covered Area" means the geographical area described in the solicitation from which this Contract resulted; (b) "Director" means director, office of federal Contract compliance programs, United States Department of Labor, or any person to whom the director delegates authority; (c) "Employer identification number" means the federal social security number used on the employer's quarterly federal tax return, U.S. Treasury Department Form 941; (d) "Minority" includes: (i) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin); (ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race); (PC 112.Rev 1/97) 12 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (iii) Asian and Pacific Islander (all persons having origins in any of the original people of the far east, South Asia, the indian subcontinent, or the Pacific Islands); and (iv) American Indian or Alaskan Native (all persons having origins in any of the original people of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). (2) Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these - specifications and the notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this Contract resulted. (3) If the Contractor is participating (pursuant to 41 C.F.R. § 60 -4.5) in a hometown plan approved by the U.S. Department of Labor in the covered area, either individually or through an association, its affirmative action obligations on all work in the plan area (including goals and timetables) shall be in accordance with that plan for those trades which have unions participating in the plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such hometown plan. Each Contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO Clause, and to make a good faith effort to achieve each goal under the plan in each trade in which it has employees. The overall good faith performance by other Contractors or subcontractors toward a goal in an approved plan does not excuse any covered Contractor's or subcontractor's failure to make good faith efforts to achieve the plan goals and timetables. (4) The Contractor shall implement the specific affirmative action standards provided in paragraphs (7) (a) through (p) of these specifications. The goals set forth in the solicitation from which this Contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction Contractors performing construction work in geographical areas where they do not have a federal or federally assisted construction Contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any office of federal Contract compliance programs office or from federal procurement contracting officers. The Contractor is expected to make substantially uniform progress toward its goal in each craft during the period specified. (PC 112.Rev 1/97) 13 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (5) Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the Contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the Contractor's obligations under these specifications, Executive Order No. 11246, or the regulations promulgated pursuant thereto. (6) In Order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the Contractor during the training period, and the Contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor. (7) The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor's compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following: (a) Ensure and maintain a working environment free of harassment, intimidation, ,< and coercion at all sites, and in all facilities at which the Contractor's employees are assigned to work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other on -site supervisory personnel are aware of and carry out the Contractor's obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. (b) Establish and maintain a current list of minority and female recruitment sources, provide written notice to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses. (c) Maintain a current file of the names, addresses, and telephone numbers of each minority and female,/ off -the- street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefor, along with whatever additional actions the Contractor may have taken. (d) Provide immediate written notification to the director when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or woman sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the Contractor's efforts to meet its obligations. (PC 112.Rev 1/97) 14 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (e) Develop on- the -job training opportunities and /or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Contractor's employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under (7) (b) above. (f) Disseminate the Contractor's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction Work is performed. (g) Review, at least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with on -site supervisory personnel such as superintendents, general foreman, etc., prior to the initiation of construction Work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending subject matter discussed, and disposition of the subject matter. (h) Disseminate the Contractor's EEO policy externally by including it in any advertising in the new media, specifically including minority and female news media, and providing written notification to and discussing the Contractor's EEO policy with other Contractors and subcontractors with whom the Contractor does or anticipates doing business. (i) Direct recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the Contractor's recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Contractor shall send written notice to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. Q) Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth, both on the site and in other areas of the Contractor's Work force. (k) Validate all tests and other selection requirements where there is an obligation to do so under 41 C.F.R. part 60 -3. (PC 112.Rev 1/97) 15 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (1) Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate. training, etc., such opportunities. (m) Ensure that seniority practices, job classifications, Work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor's obligations under these specifications are being carried out. (n) Ensure that all facilities and company activities are nonsegregated except that separate or single -user toilet and necessary changing facilities shall be provided to assure privacy between sexes. (o) Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction Contractors and suppliers, including circulation of solicitations to minority and female Contractor associations and other business associations. (p) Conduct a review, at least annually, of all supervisors' adherence to and performance under the Contractor's EEO policies and affirmative action obligations. (8) Contractors are encouraged to participate in voluntary associations that assist in fulfilling one or more of their affirmative action obligations set forth in paragraphs (7) (a) through (p). The efforts of a contractor association, joint Contractor - union, Contractor - community, or other similar group of which the Contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under paragraphs (7) (a) through (p) of these specifications, provided that the Contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor's minority and female Work force participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation that demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor's and failure of such a group to fulfill an obligation shall not be a defense for the Contractor's noncompliance. (9) A single goal for minorities and a separate single goal for women have been established. The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non - minority. Consequently, the Contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (even though the Contractor has achieved its goal for women generally, the Contractor may be in violation of the Executive Order if a specific minority group of women is under utilized. (PC112.Rev 1/97) 16 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (10) The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. (11) The Contractor shall not enter into any subcontract with any person or firm debarred from government Contracts pursuant to Executive Order No. 11246. (12) The Contractor, shall carry out such sanctions and penalties for violation of these specifications and of the equal opportunity clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order No. 11246, as amended, and its implementing regulations, by the office of federal contract compliance programs. Any Contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order No. 11246, as amended. (13) The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph (7) of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, Metra Director shall proceed in accordance with 41 C.F.R. § 60 -4.8. (14) The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (E.G., mechanic, apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay and locations at which the Work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the extent that existing records satisfy this requirement, Contractors shall not be required to maintain separate records. (15) Nothing herein provided shall be construed as a limitation upon the application of other laws that establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program). 20. Assignment. This Agreement shall be binding upon and inure to the benefit of the respective successor, assigns, heirs and personal representatives of Metra and Contractor. Any successor to the Contractor's rights under this agreement must be approved by Metra. 21. Government Inspection. Representatives of the United States Government and of the State of Illinois shall have access to the site of construction and shall have the right to inspect all project works. (PC 112.Rev 1/97) 17 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS 22. Patent Infringement. The Contractor shall defend any suit or proceeding brought against Metra that is based on claims of equipment patent infringement. The Contractor shall pay any damages and costs awarded therein, including incidental and ' consequential damages, against Metra. In case said equipment, or any part thereof in such suit, is held to constitute infringement and use of said equipment or part thereof is enjoined, the Contractor shall, at its own expense and option, either procure for Metra the right to continue using said equipment or part thereof, replace same with non - infringing equipment, or modify it so it becomes non - infringing. 23. Disputes (a) In the event Contractor disagrees with a decision of Metra concerning any question or issue arising under the Contract prior to acceptance of the last work under the Contract, Contractor shall request arbitration by so advising Metra in writing within ten (10) business days after receiving notice of the decision of Metra with which it disagrees. When arbitration is requested by the Contractor, the parties shall attempt to agree upon the appointment of one impartial arbitrator out of five impartial arbitrators, all of whom shall be members of the National Academy of Arbitrators. Either party shall have the right to reject one entire list and to request a submission of another panel. Thereafter, the Contractor shall strike two names, Metra shall then strike two names and the name of the last person remaining on the list will be designated as the arbitrator, and his appointment and final decision shall be binding on both parties. (b) It is agreed, however, that the authority of an arbitrator shall be confined to the interpretation and application of the specific provisions of the contract documents. He shall have no right to add to, take from or modify any of the provisions thereof. (c) The cost and the expenses of arbitration shall be divided equally between Metra and the Contractor. (d) Pending final disposition of a dispute hereunder, the Contractor shall carry on the work unless otherwise agreed to by Metra and the Contractor in writing. 24. Buy America. a. The Contract agrees to comply with 49 U.S.C. 5323 (j), FTA's Buy America regulations at 49 C.F.R. Part 661, an any amendments thereto, and any implementing guidance issued by FTA, with respect to this Contract, when financed by Federal funds (Grant Agreement or Cooperative Agreement.) b. As a condition of responsiveness, the Contractor agrees to submit with its Bid submission, a complete Buy America Certificate. (PC 112.Rev 1/97) 18 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS 25. Required in Bidding Requirements a. In the event a single bid is received, Metra will conduct a price and /or cost analysis of the bid. A price analysis is the process of examining the bid and evaluating the separate cost elements. It should be recognized that a price analysis through comparison to other similar procurement's must be based on an established or competitive price of the elements used in the comparison. The comparison must be made to a purchase of similar quantity and involving similar specifications. Where a difference exists, a detailed analysis must be made of this difference and costs attached hereto. b. Where it is impossible to obtain a valid price analysis, it may be necessary for Metra to conduct a cost analysis of the bid price with the bidder's full cooperation. c. The price and /or cost analysis shall be made by competent and experienced auditors or Contract agents. An engineer's estimate or comparison of the prices involved in this Contract is insufficient. d. Metra does not have the capabilities to perform the needed analysis, FTA will lend support in obtaining the services of the Defense Contract Audit Agency.. 26. Conservation. Contractors shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy Conservation Act (42 UDC, Section 6321 et seq.). 27. Changing Requirements. To achieve compliance with changing Federal, State and Local requirements, Contractor is to recognize that the requirements may change and the changed requirements will apply to this project as required, unless the Federal, State and /or Local Government determines otherwise. 28. Reporting, Record Retention and Access. The Contractor agrees as follows: a. Reports. The Contractor agrees to provide Metra and if requested, to the FTA, those reports required by the Contract and as required by U.S. Dept. of Transportation's Grant Management rules or other reports the Federal Government may require. b. •. Record Retention. The Contractor agrees that, during the course of this Contract and for three (3) years thereafter it will maintain intact and readily accessible all data, documents, reports, records, Contracts, and supporting materials relating to the Contract as Metra or the Federal Government may require to review. Access to Records. The Contractor agrees to permit the Secretary of Transportation and the Comptroller General of the United States, or their duly authorized representa- tive, to inspect all work, materials, payrolls, and other data and records involving this Contract and to audit the books, records, and accounts of the Contractor involving this Contract. For those Contracts whose contract award is not based on competitive bidding procedures as defined by the Secretary of Transportation, the Contractor in (PC 112.Rev 1/97) 19 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS accordance with 49 U.S.C. Part 5325(a), agrees to permit the Secretary of Transportation and the Comptroller General of the United States, or their duly authorized representative, to inspect all work, materials, payrolls, and other data and records involving this Contract and to audit the books, records, and accounts of the Contractor involving this Contract. 29. Patent Rights. If any invention, improvement, or discovery of the Contractor is conceived or first actually reduced to practice in the course of or under the Contract, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Contractor will notify Metra immediately and provide a detailed written report of same. In addition, unless the Federal Government makes . a contrary determination in writing, the rights and responsibilities of the Contractor, Metra and the Federal Government pertaining to that invention, improvement, or discovery will be determined in accordance with applicable Federal laws, regulation, including any waivers thereof. Unless specified otherwise, the Contractor agrees it will transmit to the FTA those rights due the Federal Government in any invention resulting from the Contracts described in the U.S. Dept. of Commerce's Regulation, No. 37 C.F.R Part 401. 30. Contract Hours and Safety Standards Act. The Contractor agrees to comply and assure compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. Parts 327 through 333; and implements and complies with U.S. Department of Labor Regulation 29 C.F.R. Part 5; 29 C.F.R. Part 1926. 31. Substance Abuse. To the extent the Contractor, subcontractor, or any party Contracted for work as a result of this Contract that performs a safety sensitive function, agrees to comply with, and assures their employees comply with the requirements of 49 U.S.C. Part 5331 and 49 C.F.R. Part 653 for Drug Abuse. To the extent the Contractor, subcontractor, or any party Contracted for work as a result of this Contract that performs a safety sensitive function, agrees to comply with, and assures their employees comply with the requirements of 49 U.S.C. Part 5331 and 49 C.F.R. Part 654 for Alcohol Abuse. 32. Access Requirements for Individuals with Disabilities The Contractor agrees to comply with, and assure that any subcontractor, at any tier under this Contract complies with all applicable requirements of the American with Disabilities Act of 1990 (ADA), 42 U.S.C. §§ 12101 et seq. and 49 U.S.C. § 322; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. app. § 1612; and the following regulations and any amendments thereto: (1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA), "49 C.F.R. Part 37; (2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefitting from Federal Financial Assistance, " 49 C.F.R. Part 27; (3) U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 49 C.F.R. Part 38; (PC112.Rev 1/97) 20 EXHIBIT D FTA /IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS (4) Department of Justice (DOJ) regulations. "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; (5) DOJ regulations, "Nondiscrimination on the Basis of Disability : by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; (6) General Services Administration regulations, "Construction and Alteration of Public Buildings," "Accommodations for the Physically Handicapped," 41 C.F.R. Part 101 -19; (7) Equal Employment Opportunity Commission (EEOC) "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; (8) Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled,: 47 C.F.R. Part 64, Subpart F; and (9) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part 609. 33. Seismic Safety. The Contractor agrees to comply with the requirements of U.S. DOT regulations applicable to seismic safety requirements for U.S. DOT assisted construction projects at 49 C.F.R., Part 41, (specifically, 49 C.F.R., para 41.117), and any implementing guidelines FTA may issue. 34. Employee Benefits. Contractor agrees to pay its employees all rightful salaries, medical benefits, pensions and social security benefits pursuant to applicable labor agreements and Federal and State statutes, and Contractor further agrees to make all required withholdings and deposits therefor. In addition, Contractor agrees to require all subcontractors for this project to pay their employees all their rightful salaries, medical benefits, pensions and social security benefits pursuant to applicable labor agreements and Federal and State statues and to further require all subcontractors for this project to make all required withholdings and deposits therefore. Such requirements shall be included by the Contractor in all its Contracts and Agreements with subcontractors for this project. 35. No Federal Government Obligations to Third Parties. Absent the Federal Government's express written consent, the Federal Government shall not subject to any obligations or liabilities to any subrecipient, any third party contractor, or any other person not a party to the Grant Agreement or Cooperative Agreement in connection with the performance of the Project. Notwithstanding any concurrence provided by the Federal Government in or approval of any solicitation, subagreement, or third party contract, the Federal Government continues to have no obligations or liabilities to any party, including the subrecipient and third party contractor. (PC112.Rev 1/97) 21 EXHIBIT E LABOR PROVISIONS LABOR PROVISIONS CONSTRUCTION A. General Instruction for Compliance with this Exhibit E. Minimum wages paid on this construction project have been established by the U.S. Department of Labor and are set forth elsewhere herein. These wage rates must be Prominently posted at the construction site. 2. Certified copies of the Contractor's and subcontractor's payrolls must be submitted to Metra within seven (7) calendar days after each regular payroll date, for compliance review, to the attention of Metra DBE Director. 3. Contractor and subcontractor may use Department of Labor "Optimal Payroll Form" WH- 347, or State of Illinois Form PHS -149 (Rev. V, 5070) or its own payroll form if accompanied by the Department of Labor "Statement of Compliance" Form WH -348. Contractor and subcontractors must also submit the first week of each month a complete Department of Labor Form 257 to the DBE Director for compliance review. 4. Payroll data must provide complete detail as to workers names, race, addresses, crafts, wage rate, hours, overtime, total payment and specific fringe benefit payment. 5. If a classification or a rate is not found in schedule, call the Metra DBE Director and request a determination. B. Labor Provisions - Construction 1. \ Minimum Wages. (a) All laborers and mechanics employed or working upon the site of the work, (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act, 29 C.F.R. part 3), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at the time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any Contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under Section 1(b) (2) of the Davis -Bacon Act on behalf of laborers or mechanics, subject to the provisions of 29 C.F.R. § 5.5 (a) (1) (iv); also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs that cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided at 29 C.F.R. § 5.5 (a) (4). Laborers or mechanics performing work in more than one (PC5.Rev 1/97) (b) EXHIBIT E LABOR PROVISIONS classification may be compensated at the rate specified for each classification for the time actually worked therein: provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under 29 C.F.R. § 5.5 (a) (1) (ii) and the Davis -Bacon Poster (WH -1321) shall be posted at the site of the work in a prominent and accessible place where it can be easily seen by the workers. 1. The Contracting Officer shall require that any class of laborers or mechanics, including helpers, that is not listed in the wage determination and that is to be employed under the Contract shall be classified in conformance with the wage determination and that is to be employed under the Contract shall be classified in conformance with the wage determination. The Contracting Officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: a. Except with respect to helpers as defined in 29 C.F.R. § 5.2(n) (4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and b. The classification is utilized in the area by the construction industry; and c. The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. d. With respect to helpers as defined in 29 C.F.R. § 5.2 (n) (4), such a classification prevails in the area in which the work is performed. 2. - If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate) a report of the action taken shall be sent by the Contracting Officer to the administrator of the wage and hour division, employment standards administration, U.S. Department of Labor, Washington, D.C. 20210. The administrator, or an authorized representative, will approve, modify or disapprove every additional classification action within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the 30 -day period that additional time is necessary. 3. In the event the Contractor, the laborers or mechanics to be employed in the classification for their representatives, and the Contracting Officer do not agree on the propose classification and wage rate (including the amount designated for fringe benefits, where appropriate), the Contracting Officer shall refer the questions including the views of all interested parties and the recommendation of the Contracting Officer, to the administrator for determination. The administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the 30 -day period that additional time is necessary. (PC5.Rev 1/97) 2 EXHIBIT E LABOR PROVISIONS 4. The wage rate (including fringe benefits where appropriate) determined pursuant to 29 C.F.R. § 5.5(a) (i) (1) (B) or 29 C.R.R. § 5.5(a) (i) (1) (C), shall be paid to all workers performing work in the classification under this Contract from the first day on which work is performed in the classification. (c) Whenever the minimum wage rate prescribed in the Contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor shall either pay 1 the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (d) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of fringe benefits under a plan or program, provided that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require that Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 2. Withholding. The Federal Transit Administration (FTA) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the Contractor, under this agreement or any other Federal Contract with the same recipient or any other federally- assisted Contract subject to Davis -Bacon Prevailing wage requirements, which is held by the same prime Contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, 'employed by the Contractor or any subcontractor the full amount of wages required by the Contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the Contract, the FTA may, after written notice to the Contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. 3. Payrolls and Basic Records. (a) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates or wages paid (including rate so contributions or costs anticipated for bona fide (PC5.Rev 1/97) 3 EXHIBIT E LABOR PROVISIONS fringe benefits or cash equivalents thereof of the types described in section 1 (b) (2) (B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 C.F.R. § 5.5 (a) (1) (iv) that the wages of any laborer or mechanic include that amount of any costs reasonably anticipated in providing benefits under a plan or program described in Section 1 (b) (2) (B) of the Davis -Bacon Act. the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual costs incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed it the applicable programs. (b) 1. The Contractor and major subcontractors, to be determined by the Contracting Officer, shall submit weekly for each week in which any Contract work is performed a copy of all payrolls to the FTA if the FTA is a party to the Contract: but if the FTA is not such a party, the Contractor will submit the payrolls to the application, sponsor, or owner, as the case may be, for transmission to the FTA. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 C.F.R. § 5.5 (a) (3) (i). This information may be submitted in any form desired. Optional Form WH -347 is available for this purpose and may be purchased from the superintendent of documents (Federal Stock No. 029 - 005 - 0014 -1), U.S. Government Printing Office, Washington, D.C. 20402. The prime Contractor is responsible for the submission of copies of payrolls by all subcontractors. 2. Each payroll submitted shall be accompanied by a "statement of compliance." signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the Contract and shall certify the following: a. That the payroll for the payroll period contains the information required to b maintained under 29 C.F.R. § 5.5 (a) (3) (i) and that such information is correct and complete; b. That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the Contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly for the full wages earned, other than permissible deductions as set forth at 29 C.F.R. Part 3; c. That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the Contract. (PC5.Rev 1/97) 4 EXHIBIT E LABOR PROVISIONS 3. The weekly submission of a properly executed certification set forth on the reverse side of optional Form WH -347 shall satisfy the t requirement for submission of the "statement of compliance" required by 29 C.P.R. § 5.5(a) (3) (ii) (B). 4. The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under 18 U.S.C. § 1001 and 31 U.S.C. § 231. c. The Contractor or subcontractor shall make the records required under 29 C.F.R. § 5.5 (a) (3) (i) available for inspection, copying, or transcription by authorized representatives of the FTA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or make them available, the FTA may, after written notice to the Contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submjt the required records upon request or make such records available, may be grounds for debarment action pursuant to 29 C.F.R. § 5.12. 4. Apprentices and Trainees. (a) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the Contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a Contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentices' level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the (PC5.Rev 1/97) 5 EXHIBIT E LABOR PROVISIONS apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. Fringe benefits shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureaus, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (b) Trainee Except as provided in 29 C.F.R. § 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification, by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to jourr)eymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits, listed on the wage determination unless the administrator of the wage and hour division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination that provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work performed actually performed. In the even the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (c) Equal employment opportunity. The utilization of apprentices. Trainees and journeymen under 29 C.F.R. Part 5 shall be in conformity with the Equal Employment Opportunity requirements of Executive Order 11246, as amended, and 29 C.F.R. Part 30. (PC5.Rev 1/97) 6 EXHIBIT E LABOR PROVISIONS (d) Helpers. Helpers will be permitted to work on a project if the helper classification is specified on an applicable wage determination or is approved pursuant to the conformance procedure set forth in 29 C.F.R. § 5.5(a) (1) (ii). The allowable ratio of helpers to journeymen employed by the Contractor or subcontractor on the job site shall not be greater than two helpers for every three journeymen (in other words, not more than 40 percent of the total number of journeymen and helpers in each Contractor's or in each subcontractor's own work force employed on the job site.) Any worker listed on a payroll at a helper wage rate, who is not a helper as defined in 29 C.F.R. § 5.2 (n) (4), shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any helper performing work on the job site in excess of the ratio permitted shall be paid not less than the applicable journeyman's (or Laborer's, where appropriate) wage rate on the wage determination for the work actually performed. 5. Compliance with Copeland Act Requirements. The Contractor shall comply with the requirements of 29 C.F.R. Part 3, which are incorporated herein by reference. 6. Contract Termination: Debarment. A breach of the Contract clauses in 29 C.F.R. § 5.5. may be grounds for termination of the Contract, and for debarment as a Contractor and a subcontractor as provided in 29 C.F.R. § 5.12. 7. Compliance with Davis -Bacon and Related Act Requirements All rulings and interpretations of the Davis -Bacon and related Acts contained in 29 C.F.R. Parts 1.3, and 5 are incorporated herein by reference. 8. Disputes Concerning Labor Standards. Disputes arising out of the labor standards provisions of this Contract shall not be subject to the general disputes clause of this Contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 C.F.R. Parts 5.6, and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any subcontractors) and the Contracting agency, the U.S. Department of Labor, or the employees or their representatives. 9. Certification of Eligibility. (a) By entering into this agreement or a third parry Contract financed under this agreement, the Contractor certifies that neither it (nor he nor she) nor any person or firm that has an interest in the Contractor's firm is a person or firm ineligible to be awarded government Contracts by virtue of section 3(a) of the Davis -Bacon Act of 29 C.F.R. § 5.12 (a) (1). (PC5.Rev 1/97) 7 10. 11 12 13 EXHIBIT E LABOR PROVISIONS (b) No part of this Contract shall be subcontracted to any person or firm ineligible for award of 'a government Contract by virtue of section 3(a) of the Davis -Bacon Act or 29 C.F.R. § 5.12 (a)(1). (c) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. § 1001. Overtime Requirements. No Contractor or subcontractor Contracting for any part of the Contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any work week in which he or she is employed on such work to work in excess of forty hours in such work week unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of forty hours in such work week. Violation: Liability for Unpaid Wages; Liquidated Damages In the event of any violation of the requirements of 29 C.F.R. § 5.5 (b) (1), the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in the case of work done under Contract for the District of Columbia or a territory, to such District or to such territory) for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of 29 C.F.R. § 5.5 (b)(1) in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard work week of forty hours without payment of the overtime wages required by 29 C.F.R. § 5.5 (b) (1)• Withholding for Unpaid Wages and Liquidated Damages The FTA or Metra shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such Contract or any other federal Contract with the same prime Contractor, or any other federally- assisted Contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth at 29 C.F.R. § 5.5 (b) (2). Final Labor Summary. The Contractor and each subcontractor shall furnish to the Public Body, upon the completion of the Contract, a summary of all employment, indicating for the completed project, the total hours worked and the total amount earned. (PC5.Rev 1/97) 1 8 EXHIBIT E LABOR PROVISIONS 14. Final Certificate. Upon completion of the Contract, the Contractor shall submit to the Public Body with the voucher for final payment for any work performed under the Contract a certificate concerning wages and classification for laborers and mechanics, including apprentices and trainees employed on the project, in the following term: The undersigned, Contractor on (Contract Number hereby certifies that all laborers, mechanics, apprentices and trainees employed by him or by any subcontractor performing work under the Contract on the project have been paid wages at rate not less than those required by the Contract provisions, and that the work performed by each such laborer, mechanic, apprentice or trainee conformed to the classifications set forth in the Contract or training program provisions applicable to the wage rate paid. Signature and title: Date: 15. Notice to the Public Body of Labor Disputes. Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Contract, the Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to the Public Body. 16. Disputes Clause. (i) All disputes concerning the payment of prevailing wage rates or classifications shall be promptly reported to Metra for its referral to DOT for decision or, at the option of Metra IDOT referral to the referral to the Secretary of Labor. The Decision of DOT or the Secretary of Labor as the case may be, shall be final. (ii) All questions relating to the application or interpretation of the Copeland Act, the Contract Work Hours, Standards Act, the Davis -Bacon Act, or Section 13 of the Act shall be sent to FTA for referral to the Secretary of Labor for ruling or interpretation, and such ruling or interpretation shall be final. (PC5.Rev 1/97) 9 EXHIBIT E LABOR PROVISIONS (17) Convict Labor. In connection with the performance of work under this Contractor the Contractor agrees not to employ any person undergoing sentence of imprisonment at hard labor. This does not include convicts who are on parole or probation. (18) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in Group B Sentence 1. through 17. of this exhibit and also a clause requiring the subcontractors to include these clauses in any lower tier subcontractors. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in Group B, Subsections 1 through 17 of this exhibit. (19) Insertion in Subcontracts The Contractor shall insert into all construction subcontracts the clauses set forth in subsection (1) through (17) of this section so that all of the provisions of this section will be inserted in all construction subcontracts of any tier, and such other clauses as deemed appropriate. (20) Definition (i) DOT means U.S. Department of Transportation. (ii) FTA means Federal Transit Administration (formerly Urban Mass Transportation Agency - UMTA. (iii) Public Body means Northeast Illinois Regional Commuter Railroad D /B /A Metra /Metropolitan Rail. (iv) Sponsor means Northeast Illinois Regional Commuter Railroad Corporation D /B /A Metra /Metropolitan Rail. (v) Contracting Officer shall mean the office so designated by FTA. (vi) Contractor shall mean the Contractor designated as such in this Contract. (PC5.Rev 1/97) 10 EXHIBIT F TITLE VI ASSURANCE DEPARTMENT OF TRANSPORTATION TITLE VI ASSURANCE The Northeast Illinois Regional Commuter Railroad Corporation D /B /A Metra /Metropolitan Rail (hereinafter referred to as the "Recipient ") HEREBY AGREES THAT as a condition to receiving any Federal financial assistance from the Department of Transportation it will comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d -42 U.S.C. 2000d -4 (hereinafter referred to as the ACT), and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally- Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964 (hereinafter referred to as Regulations) and other pertinent directives, to the end that in accordance with the Act, Regulations, and other pertinent directives, no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity from the Department of Transportation, including Federal Transit Administration (FTA), and HEREBY GIVES ASSURANCE THAT it ,will promptly take any measures necessary to effectuate this agreement. This assurance is required by subsection 21.7(a) of the Regulations. More specifically and without limiting the above general assurance, the Recipient hereby gives the following specific assurances with respect to its Projects /Programs: 1. That the Recipient agrees that each "program" and each "facility" as defined in subsections 21.23(a) and 21.23(b) of the Regulations, will be (with regard to a "program ") conducted, or will be (with regard to a 'facility ") operated in compliance with all requirements imposed by, or pursuant to, the Regulations. 2. That the Recipient shall insert the following notification in all solicitations for bids for work or material subject to the Regulations and made in connection with all Proiects Federal Transit Administration (FTA) and, in adapted form in all proposals for negotiated agreements: The recipient, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d to 2000d -4 and Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation issued pursuant to such Act, hereby notifies all bidders that it will affirmatively insure that in any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. 3. That the Recipient shall insert the clauses of Appendix A of this assurance in every contract subject to this Act and Regulations. 4. That the Recipient shall insert the clauses of Appendix B of this assurance, as a covenant running with the land, in any deed from the United States effecting a transfer or real property, structures, or improvements thereon, or interest therein. (PC5.Rev 1/97) EXHIBIT F TITLE VI ASSURANCE 5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the assurance shall extend to the entire facility and facilities operated in connection therewith. 6. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real property or an interest in real property, the assurance shall extend to rights to space on, over, or under such property. 7. That where the Recipient receives Federal financial assistance to carry out a program of managerial training under Section 10(a) of the Federal Transit Administration Act of 1964, as amended, the assurance shall obligate the recipient to make selection of the trainee or fellow without regard to race, color, or national origin. 8. That where the Recipient receives Federal financial assistance to carry out a program under the Federal Transit Administration Act of 1964, as amended, the assurance shall obligate the recipient to assign transit operators and to furnish transit operators for charter purposes without regard to race, color, or national origin. 9. That where the Recipient receives Federal financial assistance to carry out a program under the Federal Transit Administration Act of 1964, as amended, routing, scheduling, quality of service, frequency of service, age and quality of vehicles assigned to routes, quality of stations serving different routes, and location of routes may not be determined on the basis of race, color, or national origin. 10. That the Recipient shall include the appropriate clauses set forth in Appendix C of this assurance, as a covenant running with the land, in any future deeds, leases, permits, licenses, and similar agreements transfer future deeds, leases, permits, licenses, and similar agreements transfer into by the Recipient with other parties: (a) for the subsequent transfer of real property acquired or improved under (Project Number); and (b) for the construction or use of or access to space on, over, or under real property acquired, or improved under ( Proiect Number). 11. That the assurance obligates the Recipient for the period during which Federal financial assistance is extended to the Project, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property or interest therein or structures or improvements thereon, in which case the assurance obligates the Recipient or any transferee for the longer of the following periods: (a) the period during which the property issued for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which the Recipient retains ownership or possession of the property. 12. The Recipient shall provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he /she delegates specific authority to give reasonable guarantee that it, other recipients, subgrantees, contractors, subcontractors, transferase, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Act, the Regulations and this assurance. (PC 159REV. 8/2/96) 2 EXHIBIT F TITLE VI ASSURANCE 13. The Recipient agrees that the United States has a Right to seek judicial enforcement with regard to any matter arising under the Act, the Regulations and this assurance. THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts, property, discounts or other Federal Financial assistance extended after the date hereof to the Recipient by the Department of Transportation under the Federal Transit Administration. The person or persons whose signature appear below are authorized to sign this assurance on behalf of the recipient. DATED: September 10, 1992 The Northeast Illinois Regional Commuter Railroad Corporation D /B /A Metra/ Metropolitan Rail (Name of Recipient) by ORIGINAL SIGNED BY PHILIP A. PAGANO* (Signature of Authorized Official) * THE ORIGINAL SIGNED COPY IS ON FILE AT METRA OFFICES. (PC159REV. 8/2/96) EXHIBIT F TITLE VI ASSURANCE APPENDIX A TO TITLE VI ASSURANCE During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor ") agrees as follows: (1) Compliance with Regulations: The contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department. of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. (2) Nondiscrimination: The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement's of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix, B of the Regulations. (3) Solicitations for Subcontracts Including Procurements of Materials and Equipment: In -all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of material or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. (4) Information and Reports: The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or the Federal Transit Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information the contractor shall so certify to the Recipient, or Federal Transit Administration as appropriate, and shall set forth what efforts it has made to obtain the information. APPENDIX A TO TITLE VI ASSURANCE (5) Sanctions for Noncompliance: In the event of the contractor's noncompliance with nondiscrimination provisions of this contract the Recipient shall impose contract sanctions as it or the Federal Transit Administration may determine to be appropriate, including, but not limited to: (a) withholding or payments to the contractor under the contract until the contractor complies: and /or (b) cancellation, termination, or suspension of the contract, in whole or in part. (PC 159REV. 8/2/96) 4 EXHIBIT F TITLE VI ASSURANCE (6) Incorporation of Provisions: The contractor shall include the provisions of paragraphs (1) through (6) in every subcontract including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the Recipient or the Federal Transit Administration may direct as a means of enforcing such provisions including sanctions for non- compliance: provide, however, that, in the event a contractor becomes involved in, or is threatened with, litigation with a subcon- tractor or supplier as a result of such direction, the contractor may request the Recipient, and in addition, the contractor may request the United States to enter into such litigation to protect the interest of the United States. (PC 159REV. 8/2/96) 5 CONSTRUtMON INSURANCE REQUIREMENTS - EXHIBIT C REQUISITION NUMBER IFBNC— SPECIFICATION NUMBER SPECNO- The Contractor shall take out and maintain during the life of this contract, the following insurance as specified by the insertion of policy limit, and other insurance as the Northeast Illinois Regional Commuter Railroad Corporation D /B /A MetralMetropolitan Rail may from time to tim. require. Additional Insured shall be as follows: NORTHEAST ILLINOIS REGIONAL COMMUTER RAILROAD CORPORATION D /B /A METRAIMETROPOLITAN RAIL and the COMMUTER RAIL DIVISION ADDINS -. The Contractor shall not commence Work herein until he has obtained the required insurance and has received approval of such insurance by Metra. Certificates of Insurance indicating amounts and coverages in force shall be furnished to insureds, within ten (10) calendar days after award of Contract. All policies are in effect at this time and will not be canceled, modified, limited or allowed to expire without renewal until 30 days written notice has been given to Metra. Such notice shall be sent by certified mail to Metra, care of the Risk Management Director, 14th Floor, 547 W. Jackson, Chicago, IL 60661. The Contractor's policy will insure all liabilities assumed by the Contractor under the provisions of the Hold Harmless and Indemnity Clause contained in the Contract. The Contractor shall be responsible for arranging that all subcontractors maintain the necessary insurance requirements. GENERAL FINANCIAL RATING POLICY HOLD. OF ER RATING OR BETTER TYPE OF COVERAGE OF OR As Published By Bes- AMOUNT REQUIRED BETTER is Key Rating Guide 1. WORKERS' COMPENSATION Coverage A - Statutory Coverage 8 - S $WC1- 2. COMPREHENSIVEGENERAL LIABILITY (BROAD FORM): $CGL1- Bodily Injury Liability 3 Property Damage Liability Each Occurrence ( COMBINED) SCGL2- Aggregate 3. EXCESS COMPREHENSIVE GENERAL LIABILITY -EXCESS OF EECGLI- PRIMARY LIMITS (2) Each Occurrence Bodily Injury 6 Property Damage (COMBINED) $EGCL2- Aggregats 4. AUTOMOBILE LIABILITY: Bodily Injury Liability & Property Damage Liability SAL — (COMBINED) Combined Single Limit 5. OWNER'S PROTECTIVE LIABILITY: SOPL1- Bodlly Injury Liability 3 Property Damage Liability Each Occurrence (COMBINED) $OPL2- Aggregate 6. RAILROAD PROTECTIVE LIABILITY: RPL1- Bodlly Injury Liability 3 Property Damage Liability Each Occurrence (COMBINED) SRPL2- Aggregate 7. EXCESS RAILROAD PROTECTIVE LIABILITY: $ERPL7- Each Occurrence $ERPL2- Aggregate 8. BUILDER'S RISK INSURANCE $BRI - 9. PERFORMANCE/PAYMENTBOND SPERIPAY- 10. OTHER INSURANCE $01- Additional Insured shall be as follows: NORTHEAST ILLINOIS REGIONAL COMMUTER RAILROAD CORPORATION D /B /A METRAIMETROPOLITAN RAIL and the COMMUTER RAIL DIVISION ADDINS -. The Contractor shall not commence Work herein until he has obtained the required insurance and has received approval of such insurance by Metra. Certificates of Insurance indicating amounts and coverages in force shall be furnished to insureds, within ten (10) calendar days after award of Contract. All policies are in effect at this time and will not be canceled, modified, limited or allowed to expire without renewal until 30 days written notice has been given to Metra. Such notice shall be sent by certified mail to Metra, care of the Risk Management Director, 14th Floor, 547 W. Jackson, Chicago, IL 60661. The Contractor's policy will insure all liabilities assumed by the Contractor under the provisions of the Hold Harmless and Indemnity Clause contained in the Contract. The Contractor shall be responsible for arranging that all subcontractors maintain the necessary insurance requirements. EXHIBIT 1 DOL - EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS GOALS FOR MINORITY PARTICIPATION FOR EACH TRADE Until further notice: 19.6% (Chicago SMSA) (goal includes minorities and females) These goals are applicable to all the Contractor's construction work (whether or not it is Federal or federally assisted) performed in the covered area. If the Contractor performs in the geographical area where the work is actually performed. With regard to this second area, the Contractor also is subject to the goals for both its federally involved and non - federally involved construction. The Contractor's compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specification set forth in 41 CFR 60- 04.3(a), and its efforts to meet the goals. The hours of minority and female employment must be substantially uniform throughout the length of the Contract, and in each trade, and the Contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of a minority or female employee or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's goals shall be a violation of the Contract, the Executive Order and the regulations in 41 CFR part 60 -4. Compliance with the goals will be measured against the total work hours performed. The Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction Subcontract in excess of $10,000.00 at any tier for construction work under the Contract resulting from this solicitation. The notification shall list the name, address and telephone number of the Subcontractor; employer identification number of the Subcontractor estimated dollar amount of the Subcontract; estimated starting and completion dates of the Subcontract; and the geographical area in which the Subcontract is to be performed. As used in this Notice, and in the Contract resulting from this solicitation, the "covered area" for the Standard Metropolitan Statistical area (SMSA) is Chicago, IL. Equal Opportunity Clause During the performance of this Contract, the Contractor agrees to abide by all conditions set forth in the Equal Opportunity Clause as detailed in 41 CFR Part 60, including: Standard Federal equal employment opportunity construction contract specifications (Executive Order No. 11246): (1) As used in these specifications: (a) "Covered Area" means the geographical area described in the solicitation from which this contract resulted; (b) "Director" means director, office of federal contract compliance programs, United States Department of Labor, or any person to whom the director delegates authority; (PC 123.REV 9/97) EXHIBIT I DOL - EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS (c) "Employer Identification Number" means the federal social security number used on the employer's quarterly federal tax return, U.S. Treasury Department Form 941; (d) "Minority" includes: (i) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin); (ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race); (iii) Asian and Pacific Islander (all persons having origins in any of the original peoples of the far east, South Asia, the indian subcontinent, or the Pacific Islands); and (iv) American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). (2) Whenever the contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. (3) If the contractor is participating (pursuant to 41 C.F.R. § 60 -4.5) in a hometown plan approved by the U.S. Department of Labor in the covered area, either individually or through an association, its affirmative action obligations on all work in the plan area (including goals and timetables) shall be in accordance with that plan for those trades which have unions participating in the plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such hometown plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO Clause, and to make a good faith effort to achieve each goal under the plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved plan does not excuse any covered contractor's or subcontractor's failure to make good faith efforts to achieve the plan goals and timetables. (4) The contractor shall implement the specific affirmative action standards provided in paragraphs (7) (a) through (p) of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in geographical areas where they do not have a federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any office of federal contract compliance programs office or from federal procurement contracting officers. The contractor is expected to make substantially uniform progress toward its goal in each craft during the period specified. (PC 123.REV 9/97) 2 EXHIBIT I DOL - EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS (5) Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the contractor's obligations under these specifications, Executive Order No. 11246, or the regulations promulgated pursuant thereto. (6) In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the contractor during the training period, and the contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor. (7) The contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the contractor's compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following: (a) Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the contractor's employees are assigned to work. The contractor, where possible, will assign two or more women to each construction project. The contractor shall specifically ensure that all foremen, superintendents, and other on -site supervisory personnel are aware of and carry out the contractor's obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. (b) Establish and maintain a current list of minority and female recruitment sources, provide written notice to minority and female recruitment sources and to community organizations when the contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses. (c) Maintain a current file of the names, addresses, and telephone numbers of each minority and female off- the - street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the contractor by the union or, if referred, not employed by the contractor, this shall be documented in the file with the reason therefore, along with whatever additional actions the contractor may have taken. (d) Provide immediate written notification to the director when the union or unions with which the contractor has a collective bargaining agreement has not referred to the contractor a minority person or woman sent by the contractor, or when the contractor has other information that the union referral process has impeded the contractor's efforts to meet its obligations. (e) Develop on- the -job training opportunities and /or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the contractor's employment needs, (PC 123.REV 9/97) 3 EXHIBIT I DOL - EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS especially those programs funded or approved by the Department of Labor. The contractor shall provide notice of these programs to the sources compiled under (7) (b) above. (f) Disseminate the contractor's EEO policy by providing notice of the policy to unions and. training programs and requesting their cooperation in assisting the contractor in meeting its EEO obligations; by including it in publicizing it and the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. (g) Review, at least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with on -site supervisory personnel such as superintendents, general foreman, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. (h) Disseminate the contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the contractor's EEO policy with other contractors and subcontractors with whom the contractor does or anticipates doing business. (i) Direct recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the contractor's recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the contractor shall send written notice to organizations such as the above, describing the openings, screening procedures, and tests to be used in the selection process. (j) Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth, both on the site and in other areas of the contractor's work force. (k) Validate all tests and other selection requirements where there is an obligation to do so under 41 C.F.R. part 60 -3. (1) Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. (m) Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the contractor's obligations under these specifications are being carried out. (PC 123.REV 9/97) 4 EXHIBIT 1 DOL - EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS (n) Ensure that all facilities and company activities are nonsegregated except that separate or single -user toilet and necessary changing facilities shall _ be provided to assure privacy between sexes. (o) Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. (p) Conduct a review, at least annually, of all supervisors' adherence to and performance under the contractor's EEO policies and affirmative action obligations. (8) Contractors are encouraged to participate in voluntary associations that assist in fulfilling one or more of their affirmative action obligations set forth in paragraphs (7) (a) through (p). The efforts of a contractor association, joint contractor - union, contractor - community, or other similar group of which the contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under paragraphs (7) (a) through (p) of these specifications, provided that the contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the contractor's minority and female work force participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation that demonstrates the effectiveness of actions taken on behalf of the contractor. The obligation to comply, however, is the contractor's and failure of such a group to fulfill an obligation shall not be a defense for the contractor's noncompliance. (9) A single goal for minorities and a separate single goal for women have been established. The contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non - minority. Consequently, the contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (even though the contractor has achieved its goal for women generally, the contractor may be in violation of the Executive Order if a specific minority group of women is underutilized. (10) The contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. (11) The contractor shall not enter into any subcontract with any person or firm debarred from government contracts pursuant to Executive Order No. 11246. (12) The contractor, shall carry out such sanctions and penalties for violation of these specifications and of the equal opportunity clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order No. 11246, as amended, and its implementing regulations, by the office of federal contract compliance programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order No. 11246, as amended. (PC 123.REV 9/97) 5 EXHIBIT I DOL - EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS (13) The contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph (7) of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the director shall proceed in accordance with 41 C.F.R. § 60 -4.8. (14) The contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (E.G., mechanic, apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the extent that existing records satisfy this requirement, contractors shall not be required to m a i n t a i n separate records. (15) Nothing herein provided shall be construed as a limitation upon the application of other laws that establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program). (PC 123.REV 9/97) 6 EXHIBIT J FEDERALLY FINANCED CONSTRUCTION LABOR REGULATIONS REGULATIONS, PART 5: LABOR STANDARDS PROVISIONS APPLICABLE TO CONTRACTS COVERING FEDERALLY FINANCED AND ASSISTED CONSTRUCTION SS53. -5.4 (Reserved) 55.5 Contract provisions and related matter. (a) The Agency head shall cause or require the contracting officer to insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and /or repair, including painting and decorating, of a public building or public work, or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency of financed from funds obtained by pledge of any contract of & Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated). and which is subject to the labor standards provisions of any of the acts listed in 15.1, the following clauses (or any modifications thereof to meet the particular needs of the agency, provided. That such modifications are first approved by the Department of Labor): (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor, under the Copeland Act (2p CFR Part 3)0. the full amount; of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof. regardless of any contractual relationship which may be alleged to exit between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics. subject to the provisions of paragraph (a)(1)(iv) of the section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans funds or programs which cover the particular weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed without regard to skill except as provided in 5.5()(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: provided. That the employers payroll records accurately set forth the time spent in each classification to which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis - Bacon poster (WH -1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (PC 125 -Rev. 11/6/96) EXHIBIT J FEDERALLY FINANCED CONSTRUCTION LABOR REGULATIONS (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code. 18 U.S.C. 1001. (b) Contract Work Hours and Safety Standards Act the Agency Head shall cause or require the contracting officer to insert the following clauses set forth in paragraphs (b)(1).(2).(3). and (4) of this section in full in any contract subject to the overtime provisions of the Contract Work Hours and Safety Standards act. These clauses shall be inserted in addition to the clauses required by 1 5.5(a) or 1 4.6 of Part 4 of this title. As used in this paragraph, the terms "laborers" and "mechanics" include watchmen and guards. (1) Overtime requirements. Noi contractor or subcontractor contracting for any part of the contract work _which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which be or she is employed on such work to work in excess of eight hours in any calendar day or in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of eight hours in any calendar day or in excess of forty hours in such workweek whichever is greater. (2) Violation: liability for unpaid wages: liquidated damage: In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therein shall be liable for the unpaid wages. In addition such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory to such District or to such territory) fpr liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic including watchmen and guards employed in violation of the clause set forth in paragraph (b)(1) of this section in the sum of $10 for each calendar day or which such individual was required or permitted to work in excess of eight hours or in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from any moneys payable on account of work performed by the contract or subcontractor under any such contract or any other Federal contract with the same prime contractor or any other Federally assisted contract subject to the Contract Work Hours and Safety Standards Act which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy and liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. This contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontracts with clauses set forth in paragraphs (b)(1) through (4) of this section. (PC125 -Rev. 11/6/96) 2 EXHIBIT J FEDERALLY FINANCED CONSTRUCTION LABOR REGULATIONS (c) In addition to the clauses contained in paragraph (b) in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 5.1. the Agency Head shall cause or require the contracting officer to insert & clause requiring that the contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen working on the contract. Such records shall contain the name and address of each such employee social security number correct classifications hourly rates of wages paid daily and weekly number of hours worked deductions made and actual wages paid. Further, the Agency Head shall cause or require the contracting officer to insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the contractor or subcontractor for inspection, coping, or transcription by authorized representatives of the (write the name of agency) and the Department of Labor, and the contractor or subcontractor will permit such representatives to interview employees during working hours on the job. (Approved by the Office of Management: and Budget under OMB control numbers 1215 -0140 and 1215- 0017.) (PC 125 -Rev. 11/6/96) 3 EXHIBIT K (CONSTRUCTION) METRA DISADVANTAGED BUSINESS ENTERPRISE COMPLIANCE REQUIREMENTS The Northeast Illinois Regional Commuter Railroad Corporation D /B /A Metra requires as a Condition of Responsibility, that all bidders comply with and submit the necessary information regarding Items 1, 2 and 3 as indicated below to the DBE Office, Metra, 547 West Jackson Boulevard Chicago, Illinois 60661, before contract award. As a Condition of Responsiveness, information regarding item 4 below must be completed and received prior to /or with bid. Item 5 has special conditions and time requirements that must be met in order for the bidder to be deemed responsible. The DBE Commitment is an enforceable provision under this Agreement, and failure to meet it is a material breach. This breach may result in the termination of this Agreement or such other remedy as Metra deems appropriate. BEFORE AWARD OF CONTRACT: DHR Contractor ID Number (The DHR Contractor ID Number may be obtained from the Public Contracts Division, Illinois Department of Human Rights, 100 West Randolph Street, 10th floor, Chicago, Illinois 60601 (312) 814 -2431 or 814 - 2432); and 2. A completed Workforce Analysis form and, if firm employs more than 50 persons and amount of bid is $50,000 or more, a current Affirmative Action Plan properly adopted by the firm. 3. If the DBE goal is being met through a Joint Venture, Schedule C, the Joint Venture Affidavit and a copy of the executed Joint Venture agreement. PRIOR TO /OR WITH BID: 4. A completed and signed Commitment to DBE Participation (Schedule A or Schedule D) that list ONLY those DBEs who will participate in the contract (if DBE participation is to be met through subcontracting, complete Schedule A; if DBE participation is to be met through a joint venture, complete Schedule D). In addition, these same DBEs must fulfill the DBE participation requirement set below. The Commitment to DBE Participation (Schedule A or Schedule D) shall include, at a minimum: (A) A completed and signed Commitment to DBE Participation, listing only those DBE firms who will participate in the contract, that totals, at minimum, the DBE participation indicated. (B) The names and addresses of DBE firms that will participate in the contract; (C) A description of the work each named DBE firm will perform; (PC111 - Construction - W/C Special Form 1.98) (D) The dollar amount of participation by each named DBE firm. SPECIAL CONDITIONS: 5. As stated before, bidders must submit a Schedule A or Schedule D on or before the bid opening date. This Schedule will list firms which are Metra certified DBEs, firms which have already submitted certification applications with Metra's DBE office, or firms that have not submitted DBE applications. Metra will notify the apparent low bidder, orally and in writing, of the status of each of its firms listed for DBE compliance within 2 working days after the bid opening. 5a. If all of the listed firms are Metra certified, the bidder has met the requirements of this paragraph 5. 5b. If the bidder lists a firm which has a DBE application submitted to Metra, Metra will notify the bidder, by telephone and follow -up letter, within 45 working days after the bid opening, whether the listed firm will be certified or not. If all of the firms are certified by the end of the 45 working days, the bidder will have met the requirements of this paragraph 5. If any of the firms is denied Metra certification, the bidder will have 10 working days from the oral notification date to substitute the denied firm with a Metra certified DBE. Failure to make this substitution in writing within the 10 working days will render the bidder non - responsible and the bid will be rejected. 5c. If the bidder lists a firm which does not have a DBE application submitted to Metra, the bidder must, within 5 working days from the date of Metra's written notification (pursuant to paragraph 5), submit an application for Metra certification to Metra's DBE office. If the bidder fails to take such action, the bidder will be deemed non - responsible and the bid will be rejected. If the bidder submits the DBE application within 5 working days, Metra will notify the bidder, by telephone and follow -up letter, within 45 working days after the receipt of the DBE application, whether the listed firm will be certified or not. If all of the firms are certified by the end of the 45 working days, the bidder will have met the requirements of this paragraph 5. If any of the firms is denied Metra certification, the bidder will have 10 working days from the oral notification date to substitute the denied firm with a Metra certified DBE. Failure to make this substitution in writing within the 10 working days will render the bidder non - responsible and the bid will be rejected. Bidders can obtain the certification status of any DBEs they intend to list on Schedule A or D any time up to the bid opening date from Metra's DBE office, (312) 322 -6323. DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENT The U. S. Department of Transportation's 49CFR Part 23 is hereby incorporated, in its entirety, into this agreement and Exhibit. 49CFR Part 23.45 requires that recipients of federal funds identify those contracting activities which have the greatest potential for DBE (PC111 - Construction - W/C Special Form 1.98) 2 participation and establish contract goals on each specific prime contract with subcontracting possibilities. See Definitions For DBE on Page 7. IN KEEPING WITH THAT REQUIREMENT METRA HAS MANDATED WHEREIN SUBCONTRACTING POSSIBILITIES EXIST, DBE SUBCONTRACTING PARTICIPATION IN THIS CONTRACT OF AT LEAST: 10 % OF THE TOTAL BASE BID. DBE firms participation on Metra contracts will only be credited toward DBE goals in their firms specific area of Metra Certification \specialty. Credit toward DBE goals in other areas requires recertification. At the time of the proposed bid, a completed and signed Commitment to DBE Participation sheet (Schedule A or Schedule D) must be submitted with the bid. See Pages 11 and 12. THE CONTRACTOR SHALL NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR, NATIONAL ORIGIN, OR SEX IN THE PERFORMANCE OF THIS AGREEMENT. THE REQUIREMENTS OF 49 C.F.R. PART 23 AND METRA'S U.S. DOT - APPROVED DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM ARE INCORPORATED IN THIS AGREEMENT BY REFERENCE. FAILURE BY THE CONTRACTOR TO CARRY OUT THESE REQUIREMENTS IS A MATERIAL BREACH OF THE AGREEMENT, WHICH MAY RESULT IN THE TERMINATION OF THIS AGREEMENT OR SUCH OTHER REMEDY AS METRA DEEMS APPROPRIATE. Counting DBE expenditures towards the goal: Metra may count toward its DBE goals only expenditures to Metra certified DBEs that perform a commercially useful function in the work of a contract. A DBE is considered to perform a commercially useful function when it is responsible for execution of a distinct element of the work of a contract and carrying out its responsibilities by actually performing, managing, and supervising the work involved. The DBEs role is not a superfluous step added in an attempt to obtain credit towards DBE goals. Metra shall make the final determination as to whether a DBE is performing a commercially useful function. DBE suppliers are eligible for 100% credit as DBEs if they are manufacturers of their products. DBE Dealers are eligible for 60% credit: 49 Code of Federal Regulations, Section 23.47 (Amended). (2) For purposes of this section, a manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the recipient or contractor. (3) For purposes of this section, a regular dealer is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for the performance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular dealer, the firm must engage in, as its principal business, and in its own name, the purchase (PC111 - Construction - WIC Special Form 1.98) 3 and sale of the products in question. A regular dealer in such bulk items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock, if it owns or operates distribution equipment. Brokers and packagers shall not be regarded as manufacturers or regular dealers within the meaning of this section. (f) A recipient or contractor may count toward its MBE, DBE, or WBE goals the following expenditures to MBE, DBE, or WBE firms that are not manufacturers or regular dealers: (1) The fees or commissions charged for providing a bona fide service, such as professional, technical, consultant or management services and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the contract, provided that the fee or commission is determined by the recipient to be reasonable and not excessive as compared with fees customarily allowed for similar services. (2) The fees charged for delivery of materials and supplies required on a job site (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by the recipient to be reasonable and not excessive as compared with fees customarily allowed for similar services. Materials and supplies themselves, when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by the recipient to be reasonable and not excessive as compared with fees customarily allowed for similar services. (3) The fees or commissions charged for providing any bonds or insurance specifically required for the performance of the contract, provided that the fee or commission is determined by the recipient to be reasonable and not excessive as compared with fees customarily allowed for similar services. EXAMPLE: $100,000 Total Base Bid 10,000 DBE Construction Subcontractor 20,000 DBE Dealer 5,000 DBE Manufacturer 100% of $10,000 = $10,000 60% of $20,000 = $12,000 100% of $ 5,000 = 5,000 Total DBE Credit = $27,000 DBE % = 27% (FC111 - Construction - WIC Special Form 1.98) 4 DBE subcontractors may not further sub - contract any portion of their work without prior approval by Metra. Failure to abide by the DBE participation requirements shall be viewed as a breach of contract and subject to such sanctions and penalties as are allowed by law. SUBSTITUTION OF DESIGNATED DBE SUBCONTRACTORS MUST BE APPROVED IN ADVANCE, BY METRA AND MUST BE BASED ON DOCUMENTED VALID REASONS. DBE participation may also be met by Joint Venture: "Joint Venture" means an association of two or more businesses to carry out a single business enterprise for profit for which purpose they combine their property, capital efforts, skills, and knowledge. The participation of DBE firms may also be achieved through Joint Venture arrangements either joint venturing as general contractors or joint venturing as subcontractors, but the Non - DBE firm participation does not count towards the DBE goal. Credit for the DBE Joint Venture is limited to that portion actually performed by the DBE partner(s) 49 Code of Federal Regulation, Section 23.53 Eligibility Standards: (c) A joint venture is eligible under this part if the DBE partner of the joint venture meets the standards for an eligible DBE set forth above and the DBE partner is responsible for a clearly defined portion of the work to be performed and shares in the ownership, control, management responsibilities, risks, and profits of the joint venture. Metra reserves the right to determine whether the DBE partner has established that he /she is responsible for a clearly defined portion of work. (e) A business wishing to be certified as a DBE or joint venture DBE by a DOT recipient shall cooperate with the recipient in supplying additional information which may be requested in order to make a determination. Following is an example where the DBE and the Non -DBE joint venture as general contractors can meet the DBE goal: EXAMPLE 1: Total Base Bid $1,000,000.00 DBE goal 10% _ $ 100,000.00 As general contractors: Joint venture partner no. 1 - Non DBE firm 90% = $900,000.00 Joint venture partner no. 2 - DBE Firm 10% = $100,000.00 Total DBE Credit = $100,000.00 DBE % = 10% (PC111 - Construction - W/C Special Form 1.98) 5 The DBE goal of 10% has been attained through this Joint Venture arrangement between the Non -DBE contractor and the minority contractor. As subcontractors: 49 Code of Federal Regulations, Section 23.53 (d) A joint venture is eligible to compete in a DBE set -aside under this part if the DBE partner of the joint venture meets the standards of an eligible DBE set forth above, and the DBE partner's share in the ownership, control, and management responsibilities, risks, and profits of the joint venture is at least 51 percent and the DBE partner is responsible for a clearly defined portion of the work to be performed. (e) A business wishing to be certified as a DBE or joint venture DBE by a DOT recipient shall cooperate with the recipient in supplying additional information which may be requested in order to make a determination. The DBE joint venture partner is a subcontracting arrangement to meet the DBE goal must be at least a 51 percent partner. EXAMPLE 2: Total Base Bid $1,000,000.00 DBE goal 10% _ $ 100,000.00 As subcontractors: Total subcontract amount $199,000 Joint venture partner no. 1 DBE firm 51% _ $101,500 Joint venture partner no. 2 Non -DBE firm 49% _ $97,500 Total DBE Credit = $101,500 DBE % = 10% (PC711 - Construction - W/C Special Form 1.98) 6 DEFINITIONS OF DBE DBE - (Disadvantaged Business Enterprise) means small business concern, as defined pursuant to section 3 of the Small Business Act and implementing regulations, which is at least 51 percentum owned and controlled by a person (or persons) who is (are) lawful permanent resident(s) of the U.S., and who is (are): a. Black American (a person having origins in any of the black racial groups of Africa); b. Hispanic American (a person of Spanish or Portuguese culture with origins in Mexico, South or Central America, or the Caribbean Islands, regardless of race); C. Native American which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians. d. Asian - Pacific American which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust Territories of the Pacific, and Northern Marianas; and e. Asian - Indian American which includes persons whose origins are from India, Pakistan, and Bangladesh. f. Members of other groups, or other individuals, found to be economically and socially disadvantaged by the Small Business Administration under section 8(a) of the Small Business Act, as amended (15 U.S.C. 637[a]). g. Women. ALL DBES FULFILLING DBE PARTICIPATION REQUIREMENTS MUST BE CERTIFIED BY METRA BEFORE CONTRACT AWARD. SEE SPECIAL CONDITIONS (PAGE TWO). (PC111 - Construction - W/C Special Form 1.98) 7 GOOD FAITH EFFORTS CFR 49 23.45 AMENDED APPENDIX A OF THE DOT REGULATIONS 4 -27 -81 To determine whether a competitor that has failed to meet DBE contract goals may receive the contract, the recipient must decide whether the efforts the competitor made to obtain DBE participation were "good faith efforts" to meet the goals. Efforts that are merely pro forma are not good faith efforts to meet the goals, even if they are sincerely motivated, if, given all . relevant circumstances, they could not reasonably be expected to produce a level of DBE participation sufficient to meet the goals. In order to award a contract to a competitor that has failed to meet DBE contract goals, the recipient must determine that the competitor's efforts were those that, given all relevant circumstances, a competitor actively and aggressively seeking to meet the goals would make. To assist recipients in making the required judgement, the Department has prepared a list of the kinds of efforts that contractors may make in obtaining DBE participation. It is not intended to be a mandatory checklist; the Department does not require recipients to insist that a contractor do any one, or any particular combination, of the things on the list. Nor is the list intended to be exclusive_ or exhaustive. Other factors or types of efforts may be relevant in appropriate cases. In determining whether a contractor has made good faith efforts, it will usually be important for a recipient to look not only at the different kinds of efforts that the contractor has made, but also the quantity and intensity of these efforts. (a.) Whether the contractor /supplier attended any pre - solicitation or pre -bid meetings held by the recipient to inform DBEs of contracting opportunities; (b.) Whether the contractor /supplier advertised contracting opportunities in general circulation, trade, and minority and female focused media; (c.) Whether the contractor /supplier provided written notice to a reasonable number of specific DBEs in sufficient time to allow them to participate; (d.) Whether the contractor /supplier followed up the DBE firms interested in participating; (e.) Whether the contractor /supplier selected portions of work to be done by DBEs (including dividing contracts into economically feasible units to facilitate participation); (f.) Whether the contractor /supplier provided adequate information about plans, specifications, and /or contracting requirements; (g.) Whether the contractor /supplier made efforts to provide assistance to obtain bonding, lines of credit, or insurance; and (PC111 - Construction - WIC Special Form 1.98) 8 (h.) Whether the contractor /supplier effectively used the services of available minority and female organizations, contractors' groups, State and local offices, etc., that have knowledge of available DBE firms or the names to locate such firms; 0.) Whether the contractor /supplier negotiated in good faith effort with interested DBEs, not rejecting DBEs as unqualified without sound reasons; Good Faith Efforts (Invitation for Bid /Request for Proposal). Good faith efforts, under the Invitation for Bid (IFB), method of procurement, to be considered must have been carried out prior to bid opening. Under a Request for Proposal (RFP) or similar method, good faith efforts must have been accomplished prior to receipt of best and final offers. Alternate Selection Method (23.45 [h]), as amended, 23.45 f il). A recipient may prescribe other requirements of equal or greater effectiveness in lieu of good faith efforts. For example, the recipient may make a conclusive presumption that, if any bidder /proposer meets the DBE goal, then other bidders /proposers could have met the goal. This method is outlined in 23.45(1) or the March 31, 1980 regulations. Pursuant to the amendment of 23.45(i), as reflected in 23.45(h) of the April 27, 1981 regulations, the conclusive presumption method of selection is now optional, not mandatory. (Title VI of the Civil Rights Act of 1964; sec. 30 of the Airport and Airway Development Act of 1970, as amended; sec. 905 of the Railroad Revitalization and Regulatory Reform Act of 1976; sec. 19 of the Urban Mass Transportation Act of 1984, as amended; 23 U.S.C. 324; Executive Order 11625; Executive Order 12138). A DIRECTORY OF METRA CERTIFIED DBES IS AVAILABLE UPON REQUEST AT THE OFFICE OF DBE ADMINISTRATION - TELEPHONE NUMBER IS (312) 322 -6323. ALL DBES MUST BE CERTIFIED BY METRA. Additional assistance in locating DBE Construction firms available from The Minority Enterprise Growth Assistance Center, 105 West Adams, 7th Floor, Chicago, IL 60603 - (312) 977 -9190; Chicago Urban League, 1346 South Michigan Avenue, Chicago, IL 60605 - (312) 663 -9216; Black Contractors United, 1603 South Michigan Avenue, Suite 503, Chicago, IL 60616 - (312) 663 -0704; HACIA (Hispanic American Contractors), 542 South Dearborn Street Suite 610, Chicago, IL 60605 - (312) 786 -0101; Association of Asian Contractors, 333 North Ogden, Chicago, IL 60607 - (312) 666 -3626; Chicago Regional Purchasing Council, 36 South Wabash Avenue, Suite 725, Chicago, IL 60603 - (312) 263 -0105; Cosmopolitan Chamber of Commerce, 1326 South Michigan Avenue, Chicago, IL 60605 - (312) 786 -0212; Women Construction Owners and Executives, 4156 West 63rd Street, Chicago, IL 60629 - (312) 582 -9800; AACA (African American Contractors Association), 1350 South Michigan Avenue, Chicago, IL 60605 - (312) 915- 5960. A record of all activities to demonstrate good faith efforts should be kept by the prime contractor and made available to Metra upon request. Competitors that fail to meet DBE goals and fail to demonstrate sufficient efforts shall not be eligible to be awarded the contract. (PC111 - Construction - W/C Special Form 1.98) 9 Contractors and subcontractors that fail to carry out the requirements set forth in 49CFR 23.43(a) shall constitute a breach of contract and, after the notification of the Department, may result in termination of the Agreement of Contract by Metra or such other remedy as Metra deems appropriate. 49CFR 23.43(a): (a) Each recipient shall agree to abide by the statements in paragraphs (a) (1) and (2) of this section. These statements shall be included in the recipient's DOT financial assistance agreement and in all subsequent agreements between the recipient and any subrecipient and in all subsequent DOT assisted contracts between recipients or subrecipients and any contractor. (1) Policy. It is the policy of the Department of Transportation that minority business enterprises as defined in 49CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement. Consequently the MBE requirements of 49CFR Part 23 apply to this agreement. (2) MBE Obligation. (1) The recipient or its contractor agrees to ensure that minority business enterprises as defined in 49CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in this agreement. In this regard all recipients or contractors shall take all necessary and reasonable steps in accordance with 49CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT assisted contracts. (b) Each DOT financial assistance agreement shall include the following: "If as a condition of assistance the recipient has submitted and the Department has approved a minority business enterprise affirmative action program which the recipient agrees to carry out this program is incorporated into this financial assistance agreement by reference. This program shall be treated as a legal obligation and failure to carry out its terms shall be treated as a violation of this financial assistance agreement. Upon notification to the recipient of its failure to carry out the approved program the Department shall impose such sanctions as noted in 49CFR Part 23, Subpart E which sanctions may include termination of the agreement or other measures that may affect the ability of the recipient to obtain future DOT financial assistance." (c) The recipient shall advise each subrecipient, contractor, or subcontractor that failure to carry out the requirements set forth in 23.43(a) shall constitute a breach of contract and after the notification of the Department, may result in termination of the agreement or contract by the recipient or such remedy as the recipient deems appropriate. (PC111 - Construction - WIC Special Form 1.98) 10 p Z Q O Z O C7 J $r CO w O 0 w0 a J I. W � N 20 O O <' m I- m H z ?� O U �z0 J a PO m w a U) � of w a) U) V Q V Q W F- J a. Z ui f- m = O U 0 Vw� m W CL 5 —2 W �O CL vLL. 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W M w 2 H D Z Z W ZI z O S CL w } m FJ" V �- a N w Z Z a w 0 F H U N U w } M z w It U z Q J a La N W } O z (n I W } 2 W x I- w Q Z N Z O H N z a O w O W W } O J a 2 w J O W J U LL IL N m E Q ¢ W J Q W J M c W C U LL c (0 E Q Q J Q w C J U LL E ¢ J co a Z rt c w U Q E Q LL U y J ¢ S o c J c ¢ v O W LL Q Q N w = Q m O w c Q o O LL p U c c �@ a; N W _ J W z w U Z W U- ZO U W W N LU w.W O Y O M Q Q LL Q W = � U Y LL U'� m O U LL a O o c> U) w V g � W F- pp O F- J N _ U LL w j w a 0 w F- O �, M r PREPARING A VENDORS AFFIRMATIVE ACTION PLAN Most large firms have long had Affirmative Action Plans. Such plans have their genesis in Title VII, the "Civil Rights Act of 1964 ". An Affirmative Action Plan details in writing an employer's efforts to ensure and maintain a policy of Equal Employment Opportunity. Policy Statement - A written statement emanating from the highest authority in your firm setting forth the determination that employees will be hired, trained and promoted, according to ability and treated in all aspects of employment without regard to race, creed, color, sex or national origin. This policy statement must be conspicuously posted and disseminated to every employee and made a part of your written plan. 2. Employee Utilization Analysis - Review the current practices of your firm as reflected in an analysis of your work force. Does the review reveal that minorities and women are given equal access to all positions in the firm based on ability? Are there categories or "islands" in which minorities and /or women are not represented? Are employees doing similar work paid at the same rate? Are there other factors which demonstrate that Affirmative Action is required to merit your firm a true Equal Opportunity Employer status? This analysis should be documented and used as the basis for establishing goals and timetables. 3. Goals and Timetables - Having, through the analyzing and review process cited above, discovered the areas of underutilization, you will need to devise a corrective action plan (What steps will be taken to cure the underutilization ?). It now becomes necessary to set definite goals for meeting the corrective requirements and to establish a time frame by which your goals are to be met. Other details will include the method to be used (outreach recruitment, promotions from within, training, etc.); appointment of liaison officer to monitor the progress of the program and to ensure the attainment of your established goals. (PC111 - Construction - W/C Special Form 1.98) 14 NORTHEAST ILLINOIS REGIONAL COMMUTER RAILROAD CORPORATION D /B /A METRA DISADVANTAGED BUSINESS ENTERPRISE JOINT VENTURE REQUEST FOR CERTIFICATION SCHEDULE C In accordance with 49 CFR, Part 23 and 49 CFR, Part 23, as amended, small businesses that have been determined to be eligible as a Disadvantaged Business Enterprise and who desire to be part of a certified joint venture shall properly complete and submit Schedule C, with pages 22 thru 24 signed and notarized as well as submit a copy of the executed joint venture agreement before contract award, as a condition of responsibility. As a condition of responsiveness, if the DBE goal is being met thru a joint venture, the Commitment to DBE Participation Schedule D must be completed, signed and submitted with the bid. GENERAL INSTRUCTIONS PRINT OR TYPE ALL INFORMATION EXCEPT SIGNATURES Properly completed joint venture certifications, with all requested documentation, shall be received by the Northeast Illinois Regional Commuter Railroad Corporation D /B /A Metra at the time of the bid opening. Certification of Joint Venture shall be in effect until completion and acceptance of the contract submitted for and shall be for that contract only. Written requests may be submitted indicating additional contracts the joint venture would like to be considered for. Certification may be revoked by Metra for just cause after written notification. Any changes to the percent of participation, responsibilities of joint venture partner or any other conditions which could affect certification status shall be reported to Metra. No contracts shall be executed by the joint venture applicant during the period prior to the approval of the revised joint venture. Metra reserves the right to require a personal interview with the appropriate officials when considering certification status. No contracts should be entered into as a DBE joint venture until certification has been verified by the Northeast Illinois Regional Commuter Railroad Corporation D /B /A/ Metra. Failure to respond to any question(s) or to comply with any request, could result in denial of certification. If a question is not applicable state N/A or None, as appropriate, and sufficiently explain. This application is applicable for contractors, subcontractors, consultants and suppliers. Approval of this application does not verify the ability of the applicant to perform the types of work you indicate; it does indicate that the applicant, based on the information provided qualifies, is in accordance with the regulations as a Disadvantaged Business Enterprise Joint Venture. Credit for the DBE Joint Venture is limited to that portion actualiv performed by the DBE partner(s). (PC111 - Construction - W/C Special Form 1.98) 15 SCHEDULE C Schedule C Information for Determining Joint Venture Eligibility (This form need not be filled in if all joint venture firms are minority owned.) 1. Name of Joint Venture: 2. 3 4 I: Name of each Joint Venture Partner: Address of Joint Venture: (Primary Partner) (Street) (P.O. Box) (City) (State) (Zip) (Partner) (Street) (P.O. Box) (City) (State) (Zip) Telephone Number of Joint Venture: Primary Partner Telephone Partner Telephone Full Name of Owner or Contact Person: Primary Partner Partner (PC111 - Construction - W/C Special Form 1.98) 16 Position Position A Identify the firms which comprise the joint venture. (The DBE partner must be certified or certifiable) (a) Describe the role of the DBE firm in the joint venture. (b) Describe the experience and business qualifications of each non -DBE joint venture. 7. Nature of the joint venture's business 8. Provide a copy of the joint venture agreement. 9. What is, the claimed percentage of DBE ownership? 10. Ownership of joint venture: (a) Profit and loss sharin (b) Capital contributions including equipment (c) Other applicable ownership interest (PC111 -Construction - W/C Special Form 1.98) 17 11. Identify Ownership of Joint Venture: Name of Partner Percent of J. V. owned and to be performed by each Partner Classification of DBE (See Page 7) Has Certification been appumd? 12. Are all partners sufficiently prequalified (if necessary) to bid and perform the portion of contract assigned? 13. Control of and participation in this contract: Identify by name, race, sex and "firm" those individuals (and their titles) who are responsible for day -to -day management and policy decision making, including, but not limited to, those with prime responsibility for: (a) Financial decision (b) Management decisions such as: (1) Estimating (2) Marketing and Sales (3) (4) Hiring and firing of management personnel Purchasing of major items or supplies (c) Supervision of field operations 14. List Contributions of Capital & Equipment: Name Capital (a) (b) (PC111 - Construction - W/C Special Form 1.98) 18 Equipment 15. If any, list contributions of Capital and Equipment from other than Joint Venture partners. 16. Who will secure bonding for the Joint Venture? (a) Name of bonding agent for this project: Name: Address: Telephone: 17. Describe role of each Joint Venture partner on this contract. Identify specific functions to be performed. Partner Partner s 18. Types of work to be performed by Joint Venture: 19. Identify briefly the qualifications of each partner: (PC111 - Construction - WIC Special Form 1.98) 19 20. Does each Joint Venture partner share profits in proportion to the percent of Joint Venture ownership? Yes No If no, explain: 21. Are there any agreements, formal or informal, between the partners or between the partners and a third party which would restrict the DBEs participation in any manner? Yes No If yes, explain: 22. Have there been previous Joint Ventures established between the same partners? Yes No If yes, provide specifics on any contracts on which these Joint Ventures are performed. 23. Does the Joint Venture lease any equipment? Yes No (PC111 -Construction - WIC Special Form 1.98) 20 If yes, from whom? 24. Will DBE partner be subcontracting or leasing any portion of his /her amount of the contract? Yes No If yes, what items and for what amount? (PC111 - Construction - W/C Special Form 1.98) 21 NORTHEAST ILLINOIS REGIONAL COMMUTER RAILROAD CORPORATION D /B /A/ METRA DISADVANTAGED BUSINESS ENTERPRISE JOINT VENTURE AFFIDAVIT The undersigned does hereby swear that the foregoing statements and attachments are true, accurate and complete and include all material necessary to identify and explain the terms and operation of (Name of Firm) and the intended participation by each Joint Venture partner in the undertaking. It is recognized and acknowledged that statements herein are being given under oath and any material misrepresentation will be grounds for terminating any contract which may be awarded in reliance herein, and may be grounds for disqualification for other contracts and may lead to referral to the appropriate agencies for appropriate action. Further, the undersigned covenant and agree to provide to Metra current, complete and accurate information regarding actual joint venture work and the payment therefore and any proposed changes in any of the Joint Venture arrangements and to permit the audit and examination of the books, records and files of the Joint Venture or those of each Joint Venture partner relevant to the Joint Venture, by authorized representative of Metra. FRAUD An Individual or Individuals May Not: Fraudulently obtain, retain, attempt to obtain, or aid another in fraudulently obtaining or retaining or attempting to obtain or retain certification as a Disadvantaged Business Enterprise Joint Venture for the purpose of this subtitle; Willfully make a false statement whether by affidavit, report or other representation, to a Metra Official, employee or official representative for the purpose of influencing the certification of any entity which has requested certification as a Disadvantaged Joint Venture; or Fraudulently obtain, attempt to obtain, or aid another person in fraudulently obtaining or attempting to obtain, public monies to which the person is not entitled under this subtitle. Any person who violates the provisions of this subsection is guilty of a felony and upon conviction is subject to imprisonment, a fine or both under Federal and /or State Laws. A person may not willfully make false statements that any entity is or is not certified as a Disadvantaged Business Enterprise for the purpose of this subtitle. Any person who violates the provisions of this subsection is guilty of a misdemeanor and /or felony upon conviction is subject to imprisonment, a fine or both, under appropriate Federal and /or State Laws. (PC111 - Construction - WIC Special Form 1.98) 22 NOTE: If after tiling this "Joint Venture - Request for Certification" and prior to the completion of any work, of this joint venture, or any contract by this regulation, there is a change in the information submitted for certification; the Northeast Illinois Regional Commuter Railroad Corporation D /B /A/ Metra shall be informed of the change within seven (7) calendar days. I fully understand that any willful falsification, fraudulent statement or misrepresentation will result in appropriate sanctions which may include debarment and /or prosecution under applicable State and Federal laws. This document shall be notarized by a Notary Public, in good standing, who is independent from the business and individuals submitting the application. (Company Name) (Signature) (Name) (Title) (Date) (pC111 -Construction - W/C Special Form 1.98) 23 (Company Name) (Signature) (Name) (Title) (Date) State of: County of: On this day of , 19 , before me appeared to me personally known, who, being duly sworn, did execute the foregoing affidavit, and did state that he /she was properly authorized by (name of Company) deed. Notary Public SEAL State of: to execute the affidavit and did so as his /her free act and Date My Commission Expires. County of: On this day of , 19 , before me appeared , to me personally known, who, being duly sworn, did execute the foregoing affidavit, and did state that he /she was properly authorized by (name of Company) deed. Notary Public SEAL to execute the affidavit and did so as his /her free act and Date My Commission Expires. (pC111 - Construction - W/C Special Form 1.98) 24 DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION REQUIREMENTS An important element of your contract award is your commitment to meet or exceed the goal established for the participation of disadvantaged businesses in the performance of the contract. Prior to the award of the subject project, a detailed scope of work for all DBEs listed must be approved by the DBE Office of Metra, in accordance with the U. S. Department of Transportation regulations, 49CFR Part 23.47 counting DBE participation towards meeting DBE goals. As with all subcontractors, Metra, (including the DBE Office) must approve subcontractors in advance to their utilization. Subcontractors may not be substituted without notice and approval by Metra. Further, DBE subcontractors may not be replaced by non -DBE subcontractors without specific approval from the DBE Office. Additionally, DBE subcontractors may not further sub- contract their work without Metra's approval. Failure to abide by the DBE participation requirements shall be viewed as a breach of contract and subject to such sanctions and penalties as are allowed by law. REQUIRED SUBMISSIONS TO THE METRA DBE OFFICE: (METRA RESERVES THE RIGHT TO REQUEST FURTHER DOCUMENTATION.) I. SUBCONTRACTS: A. Ten working days after the Notice of Award of the project, copies of SIGNED contracts between the prime contractor and the DBEs must be sent to the DBE Office. UNTIL THE DBE OFFICE RECEIVES THESE CONTRACTS A LETTER TO PROCEED WILL NOT BE ISSUED. B. Ten working days after the Notice of Award of the project, a list of ALL subcontractors to be used on this job must be sent to the DBE Office. II. PROJECT INVOICES: Copies of monthly project invoices, including support documentation must be submitted to the DBE Office at the same time it is submitted to Metra's Accounts Payable. In order to properly credit your company toward making the DBE goal please use the following format: THIS PERIOD INVOICE AMOUNT DBE COMPANY DBE OR: CONTRACT DATE WHEN DBE AMOUNT WILL START WORK TOTAL DBE (pC111 - Construction - WIC Special Form 1.98) 25 PREVIOUS PAYMENT TOTAL TO DBE AMOUNT REMAINING IN DBE CONTRACT Ill. PROOF OF PAYMENT: Copies of canceled checks, wire transfers or other forms of payments to DBEs must be provided on a monthly basis. IV. PAYROLL: Metra reserves the right to review the certified payrolls for all contractors working on this project. DEPARTMENT OF LABOR: Equal Employment Opportunity The Prime Contractor is required for himself and his subcontractors to abide by the Equal Employment requirements of the Department of Labor's Regulation 41 CFR Part 60 -4, which sets a 19.6% goal for minority employment on construction projects in the Standard Metropolitan Statistical Area covered by Metra. Since virtually all Metra construction projects are financed through federal assistance, this requirements will be closely monitored. POSTINGS The following items must be posted on the job site and protected from the weather: (a) The federal EEO Policy Statement [may be obtained by calling 1 - 800 - 669- 3362]; (b) Your company's EEO Policy Statement signed by your Chief Executive Officer; and (c) Poster of OSHA Safety Rules [may be obtained by calling (312) 793 - 1966]; (d) Posting of the nearest trauma center. Our Office will make on -site visits from time to time during the course of this Contract. We may require verification of any commitment represented to us in connection with your use of DBE businesses in the performance of this Contract. Further, should problems arise with respect to your employment of DBEs, please contact us immediately so that we may be apprised and lend whatever assistance we can in solving the problem. (PC111 - Construction - WIC Special Form 1.98) 26 7 W J D W V N O m tm m CL V, s L d Q Z V C O U i d ►t �.1 V d .O L IL L m 0 d R Z a- 0 R C 0 v N O 0 S m Z I- 0 v L dd C 0 U L d c d O d E w z W Y O m O d a 0 CL O ce L 0 V !0 L C 0 V N r L 0 V ets �L► C 0 U R L 0 C � d C E 0 CL 0 w c c � � LL m =• y m d Qaa c LL ccocm c LL Z N Q v 10 C LL V a N_ = Q M V Y V 'C C LL � � m C H Q =O 2 LL ro'cc L p � . 3 `_ Q.° c 0 R v w U) N l6 U J Q C O N C 0 U EXHIBIT N PROJECT SIGNS 1. One sign shall be erected at each major entrance to the project for maximum public identification of the work, and shall be maintained in good condition until completion of the project. Upon project completion, the signs shall be removed. 2. Signs are to be cut from standard 4' X 8' waterproof plywood sheets, or other suitable material, and shall meet the design standards shown in the drawing attached. The supports for the signs shall be furnished by the contractor and approved by the engineer. 3. The sign may be varied to meet special requirements of the situation, but proportions shall be maintained. 4. The center white panel will indicate briefly the nature of the project, such as "DEERFIELD COMMUTER RAIL STATION REHABILITATION ". Copy should be limited to two lines if possible. 5. No information shall be included on the project signs except that stipulated in the above paragraphs or the drawings below. 6. Lettering and colors: Lettering and colors should have a minimum life of five years. 7. Back of sign to be painted white and edges to be painted white. 8. Notify Metra for inspection before shipment. 9. Signs to have face protection for shipment. 10. Signs will be promptly replaced or repaired, at no additional cost to Metra, if it is damaged, vandalized or stolen. a: \jmsigns 0 N. v `W 7 cc 4 inn loft h O mom Z� as Wiz_ W MW 0 Y. Q m V Of zc 0= Y w O h V LU I m c z 0 ow O H Z 3m 2 CD a m 0 d 0 c 0 0 U c� 0 cc m E 0 U c 0 'on m Q N _N '0 a C c y - Z m E o CL o a � m E Z m V c 2 IM c o� x O W FW�- m3 0 EXHIBIT N CL 0 vm mm0 ai U2. to At C O J Q EXHIBIT Q METRA CONTRACTOR SAFETY Contractors to a railroad are governed by the provisions of a Federal Regulation identified in the Code of Federal Regulations Title 49 Part 214 (Roadway Worker Safety and Railroad Workplace Safety Standards). S A F E T Y I N S T R U C T I O N S Safety of Roadway Workers (including contractors) is of paramount importance in the performance of work being performed for the railroad. No Work will be performed when there is the potential of fouling a track (i.e. when an individual or equipment is within four (4) feet of a track or could be struck by a moving train or equipment) until the following items have been completed. 1. A qualified railroad "employee in charge" is present to provide necessary protection or authority. 2. Work (defined as inspection, testing, construction maintenance, or repair to a railroad facility) will begin only after the railroad's employee in charge has conducted a mandatory job briefing consisting of the following: ► Name of employee in charge ► Name of lookout (if applicable) ► Type of track authority (explain) Track limits ► Time limits ► Protection, if any, on adjacent tracks Method of notification for the approach of trains ► Location to clear for trains ► Procedure to arrange for on -track safety on other tracks, if necessary ► Required personal protective equipment Failure to comply with the provisions established for clearing trains, will result in the contractors employee(s) being banned from railroad property and /or subject to personal fines as levied by the Federal Railroad Administration. Follow -up job briefing will be conducted when: ► The working conditions or procedures change ► Other workers enter the working limits or; ► Track authority is changed, extended, or about to be released If any of the above situations occur, work will cease until the follow -up job briefing is conducted. 3. Contractors have the following responsibilities: Work wear approved by Metra including: ► Highly visible orange vest ► Steel toed safety shoes ► A.N.S.I. approved hard hat (289.1 standards) 1 Metra Contractor Safety ► A.N.S.I. meets or exceeds 287.1 eyewear standards ► Hearing protection (when required) ► Respirator protection (when required) ► Fall protection (when required) as specified in FRA regulations 49 CFR, Part 214 - Railroad workplace safety standards. 4. Heavy equipment shall be equipped with audible back up warning devices. 5. Contractors will keep the job site free from safety and health hazards: 6. Contractors will post MSDS sheets in the construction trailer. 7. Contractors will post these instructions in a conspicuous place in the construction trailer. c: \does \ill \contra.saf PA