INVITATION FOR BIDS
TITLE: PA PARTS
IFB NO. 78783
IFB DUE DATE: April 9, 2021 @ 2:00 P.M. (LPT)
Sr. Buyer: Brenda Resendez
Phone:
Email:
(312) 322-6671
bresendez@metrarr.com
NORTHEAST ILLINOIS REGIONAL COMMUTER RAILROAD CORPORATION D/B/A METRA
MATERIALS & SERVICES PROCUREMENT
547 WEST JACKSON BOULEVARD, 11th Floor East
CHICAGO, IL 60661
ELECTRONIC BID
SUBMITTAL INSTRUCTIONS
Submit your bid or proposal via ELECTRONIC SEALED BID
The ELECTRONIC SEALED BID is to be labeled with the information as
indicated below:
------------------------------------------------------------------------------------------------------------------SUBJECT LINE:
IFB No. 78783
PA PARTS
EMAIL BIDS TO:
Sr. Buyer: Brenda Resendez
bresendez@metrarr.com
Attachment No. 1
Consists of the following documents:
- Exhibit 1-M Signature Page
- Price List
Attachment No. 2
Consists of all remaining documents
NO OFFER BID SHEET
NO OFFER: If no bid is to be submitted, detach this sheet from the Invitation for Bid, complete
the information requested, fold, staple, affix postage, enter return address and mail.
NO ENVELOPE NECESSARY
NO BID SUBMITTED FOR REASONS CHECKED:
( ) CANNOT COMPLY WITH SPECIFICATIONS
( ) DO NOT PERFORM THIS SERVICE
( ) OTHER
(SPECIFY):_______________________________________________________________
_______________________________________________________
SIGNATURE AND TITLE: __________________________________________
PRINT
COMPANY: ______________________________________________________
(FOLD ALONG DOTTED LINE)
---------------------------------------------------------------FROM:
AFFIX POSTAGE
METRA RAILROAD
MATERIALS MANAGEMENT DEPARTMENT
547 W. JACKSON BOULEVARD, 11E
CHICAGO, IL 60661
IFB BID NO.: 78783
TITLE: PA PARTS
Sr. Buyer: Brenda Resendez
EXHIBITS INDEX
The following EXHIBITS are attached hereto and made a part hereof and shall become a part
of any award resulting from the Invitation for Bid.
PAGE NUMBERS
BID SUBMITTAL CHECKLIST
1-2
EXHIBIT 1-A
SPECIAL INSTRUCTIONS/CONDITIONS
1
EXHIBIT 1-B
INFORMATION TO BIDDERS
EXHIBIT 1-C
PURCHASE ORDER/CONTRACT INSTRUCTION
EXHIBIT 1-D
TERMS AND CONDITIONS
EXHIBIT 1-E
FTA/IDOT ADDENDUM
1-10
EXHIBIT 1-F
TITLE VI ASSURANCE
1
EXHIBIT 1-G
CORRUPT PRACTICES ACT AFFIDAVIT/NON-COLLUSION
AFFIDAVIT
1
EXHIBIT 1-H
CONTRACTOR’S CERTIFICATION/PRICE CERTIFICATION
1
EXHIBIT 1-I
CERTIFICATION ON DEBARMENT AND SUSPENSION FOR
PRIMARY CONTRACTOR/ VENDOR AND CERTIFICATION
ON DEBARMENT AND SUSPENSION FOR
SUBCONTRACTORS/VENDORS FOR SUBCONTRACTS
OVER $25,000.00
EXHIBIT 1-J
METRA’S CERTIFICATION OF RESTRICTIONS ON
LOBBYING
1
EXHIBIT 1-K
BUY AMERICA CERTIFICATE
(This requirement applies only to procurements that are FTA
Funded and where the award total exceeds $100,000.00)
1
EXHIBIT 1-L
DISADVANTAGED BUSINESS ENTERPRISE (DBE)
1-4
1
1-3
1-2
1-13
EXHIBIT 1-M CONTRACT SIGNATURE PAGE
1
EXHIBIT 1-N
CONTRACT ESCALATION LANGUAGE
1
EXHIBIT 1-O
PRICE LIST
EXHIBIT 1-P
FTA CONTRACT CLAUSES
1-2
1-15
ATTENTION
ATTENTION
BID SUBMITTAL CHECKLIST


Use the following checklist to ensure completeness in assembling your bid.
Failure to submit and/or complete all requested information may result in your bid
being rejected as non-responsive.
CHECK BOX WHEN COMPLETED
□ A. SPECIAL INSTRUCTIONS/CONDITIONS: Did you review the Special Instructions/
Conditions Page- EXHIBIT 1-A?
□ B. CONTRACT SIGNATURE PAGE: Did you SIGN AND RETURN the Contract Signature
Page – EXHIBIT 1-M? If you fail to do so, your bid will NOT be complete and it will be
NON-RESPONSIVE. Did you acknowledge receipt of any Addenda
– EXHIBIT 1-M? Failure to acknowledge all Addenda may cause y o u r bid to be
non-responsive?
□ C. CORRUPT PRACTICES ACT AFFIDAVIT & NON-COLLUSION AFFIDAVIT: Did
you SIGN, NOTARIZE AND RETURN Exhibit 1-G?
□ D. CONTRACTORS CERTIFICATION FOR BID/PROPOSAL & PRICE
CERTIFICATION: Did you SIGN AND RETURN Exhibit 1-H?
□ E. CERTIFICATE ON DEBARMENT AND SUSPENSION:
- Did you SIGN AND RETURN Exhibit 1-I as the PRIMARY CONTRACTOR?
- If applicable, did you RETURN the SUBCONTRACTOR/VENDOR document that was
SIGNED by the Subcontractor/Vendor?
□ F. CERTIFICATION OF RESTRICTIONS ON LOBBYING:
Did you SIGN AND RETURN Exhibit I-J? This certification is required to be completed
and returned with the solicitation if the offer exceeds $100,000.00.
Page 1 of 2
ATTENTION
ATTENTION
BID SUBMITTAL CHECKLIST
(Continued)
□ G. BUY AMERICA CERTIFICATE:
-
The Buy America requirement applies only to procurements that are FTA funded.
If Metra’s Award total EXCEEDS $100,000.00, bidder must COMPLETE the Buy
America Certificate and RETURN it with their bid to be considered RESPONSIVE.
Bidder must SIGN that either they "WILL COMPLY" OR, "CANNOT COMPLY" with
the Buy America Certificate.
If the bidder signs both COMPLIANCE AND NON-COMPLIANCE to the Buy America
Certificate, the bid will be deemed NON-RESPONSIVE.
The bidder is bound by their original certification and is NOT permitted to change the
Buy America Certificate once a bid has been opened.
Did you SIGN AND RETURN Exhibit 1-K?
□ H. ADDITIONAL NOTES:
-
-
Did your pricing take into consideration all applicable Specifications, Terms and
Conditions used in this government procurement?
Bidders are cautioned NOT to qualify their bid by modifying the Contract documents,
either by ALTERATION or by SUPPLEMENTAL STATEMENTS.
All bids are to be made in accordance with these specifications and Terms and
Conditions. Bids which are NOT so made may be rejected as NON-RESPONSIVE.
Did you double check your math and decimal points?
Did you double check to make sure you are submitting all required documents?
If there is a DBE Goal, did you submit the Schedule A or Schedule D and Schedule C
from the DBE Compliance Requirements (Exhibit 1-L)?
Is this a SBE procurement? Did you complete (Exhibit 1-L)?
Has Exhibit 1-G been properly notarized as required?
Are you submitting everything by the time of Day and Date as stated in the Bid
Opening Due Date?
If this is a rebid solicitation did you re-read the entire package to see if any Terms and
Conditions have changed?
□ I. PRICING: If applicable, did you ENTER PRICING for each line item on the Invitation for
Bid and/or Price List as requested? (Refer to Exhibit 1-A for the Basis of Award)
Page 2 of 2
EXHIBIT- A
SPECIAL INSTRUCTIONS/ CONDITIONS
This Invitation for Bid will be used to determine the lowest responsive and responsible bid for:
“PA PARTS”
A Contract will be issued to the successful bidder for a period of Five (5) Years. This Contract is not to
exceed $3,000,000.00. All terms and conditions and Exhibit(s) are attached hereto and made part hereof
and shall become a part of any award resulting from this Invitation for Bid No. 78783.
F.O.B. Destination: All Transportation/Delivery charges to be included in the price of your bid.
Metra Payment Terms are Net 30.
Bidders are cautioned not to modify the price list, specifications and/or terms and conditions. Bids which
are so made may be deemed non-responsive.
Basis of Award: If awarded, the Contract will go to the bidder who makes the lowest responsive,
responsible bid. Metra will award within 90 days from the bid opening on a lot basis. Bidders must bid on
all items to be considered responsive.
Metra reserves the right, in the event that it does not expend the entire $3,000,000.00 to extend this
Contract. If this extension occurs, the agreed upon price listed in Exhibit 1-O will remain in effect for the
extended period. Metra will only pay for material or services that were requested prior to the expiration
date of the Contract. Any requests for material or service after the expiration date of the Contract are
unacceptable and may be denied for payment. Metra will return any invoices that would exceed the total
value of the Contract. Failure to abide by the terms of this Contract may result in your firm being
considered a Non-Responsive vendor for future awards.
Wherever a brand name and/or part number is specified, it is implied to include “Or Approved Equal.”
Estimated Quantities: The quantities listed are estimates only and not a commitment to purchase. Orders
will be placed on an “as needed” basis.
Delivery Requirements: Prior to the award of a contract, the successful bidder will provide a delivery
schedule for Metra’s approval which should not exceed 60 calendar days (ARO) after receipt of order.
Delivery Location:
Metra Storehouse
147 W. 47th Street
Chicago, IL 60609
THIS CONTRACT IS UTILIZING: IDOT and FTA Funds
Metra is exempt from U.S. State and Local Taxes.
Metra shall have the authority to reject all bids, parts of any bid, or any bid.
The bid opening time is Local Prevailing Time (LPT) for Chicago, IL.
1
EXHIB?T 1-B
INFORMATION TO BIDDERS - SUPPLIES/EQUIPMENT
1. DOCUMENTS
The Bidders declare that they have carefully examined this Invitation for Bid, Information to Bidders,
Specifications, all Addenda issued, Purchase Order Terms, Plans, other attachments and Exhibits as
applicable and that they have familiarized themselves with all of the conditions affecting the Purchase
6rder, and understanding that in making this Bid they waive all right to plead any misunderstanding
regarding the same. This-Bid shall comply with all Fed-eral, State and Local Iaws, rules and regulations
as applicable.
2. BIDDER'S RECORD AND QUALIF?CATIONS
The Bidder, within forty-eight hours after being requested in writing by the Northeast Illinois Regional
Commuter Railroad Corporation D/B/A Metra s-hall rurnish evidence satisfactory to Metra of the Bidder's
ability and responsibility, financial and otherwise, to furnish the material or service specified in the
manner and at' the time-prescribed and in accordance with the specifications of Metra.
3. CONDITIONS OF ACCEPTANCE
The Bidders further understand and agree that if this Bid is accepted, they are to furnish any and all of
the items upon which prices are quored, at the price and delivery time stated, subject to all terms,
conditions, and requirements set forth in the Invitation for Bid and in the resulting Purchase Order or
Contract.
4. WITHDRAWAL OF QUOTATIONS
Once submitted, 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 the-reof, will no-t be considered. Bids shall be irrevocable for a period of ninety (90) days
after the opening thereof by Metra.
s. ERRORS IN BID
Bidders are cautioned to verify their Bid before submission. No Bid may be withdrawn or changed after
it has been opened unless Metra has determined:
a.
That a mistake of a mechanical or clerical nature was actually made-not just an error in
judgement such as understanding material or service costs.
b. That the "mistaken" Bidder was not guilty or culpably negligent in making the error, or in the
delay in communicating the fact to Metra on discovery.
6. IRREGULAR QUOTATIONS
The Bidders understand that they must show in the quotation the unit price for all material or services
which they propose to furnish, and that price extensions must be correctly made by them, and that if
not so made, their Bid may be rejected as irregular.
7. APPROXIMATE QUANTIT?ES
Where approximate quantities are stated, the unit prices quoted in the Bid will apply regardless of
whether 'ttie actual quantities are greater or Iess than the assumed quantities, the stated total
notwithstanding.
Exhibit l-Basic
1
March 2013
EXHIB?T 1-B
INFORMAT?ON TO BIDDERS - SUPPLIES/EQUIPMENT
8. ADDITIONAL CHARGES
The price quoted for each item is the full purchase price, including packaging, delivery charges,
insurance, airect and indirect, and includes all premiums on bonds, material or service costs, patent
royalties and all other overhead changes of every kind and nature.
9. EFFECTIVE DATE OF CONTRACT
The Purchase Order or Contract shall not become effective until Metra has notified the vendor, in
writing, that the Purchase Order or Contract has been approved by the Executive Director of Metra or
his duly authorized delegate.
10.
DISCLOSURE OF QUOTATIONS
Any disclosure made or permitted by Metra in advance of the opening of Bids, of the terms of the Bids
submitted in response to an advertisement, shall render the proceedings void and shall require
readvertisement.
11. CASH DISCOUNTS
The Iowest Bidder shall be determined by comparing the gross individual unit prices, or the gross Bid
total, as applicable. Cash (early payment) discounts are not taken into consideration when selecting
the Iowest responsive and responsible Bidder.
12. AUDITS
For sole source and option procurements Metra will conduct a price and/or cost analysis of the Bid as
set forth in FTA Circular 42!0.I F. A price analysis is the process of examining the Bid and evaluating
a proposed price without evaluating the separate costelements. The price analysis, through comparison
to other similar procurement, will be 6ased on 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 verirying 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-Iist of subcontractors and suppliers and their prices) reasonably necessary for such analysis.
Furthermore, Metra may request tSat the Bidder to show, in detail, the kinds, quantities, and prices of
direct material and direct Iabor used to develop prices/costs submitted in the Bid.
In addition, Metra reserves the right to request and receive information explaining any 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.
Exhibit l-Basic
2
March 2013
EXHIBIT 1-B
INFORMATION TO BIDDERS - SUPPLIES/EQUIPMENT
13.
EXTENDED WARRANTIES
Under federal procurement guidelines extended warranties and/or service agreements will not be paid
for under a Contract or Purchase Order as a result of this Bid. Any extended warranties/or service
agreements offered should be specifically annotated with any Bid submitted. Any warranties routinely
offered by suppliers are defined as the accepted industry standard and warranty coverage in excess
of industry standards is not eligible for funding under FTA capital grants.
14.
METRA'S BID PROTEST PROCEDURE
Metra's Bid Protest Procedures are available by contacting the buyer for this invitation for bid. You have
the right to protest this l FB 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 with Metra no Iater than five (5) days
before the opening of Bids. If you wish to protest the Bid evaluation , the protest must be filed with Metra
no Iater than five (5) days after the Bid opening.. If you wish to protest award of the contract, the protest
must be filed with Metra, in writing, no later than five (5) days after Metra notifies Bidders, in writing or
orally, of the Iowest responsive and responsible Bidder. FTA will only review the protest regarding the
alleged failure of Metra 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.I F.
15. OPTIONS
At Metra's discretion, Metra may exercise an option to the Contract time or Purchase Orders'
quantity(s), or value. Metra will only exercise an option requirement when specifically stated as a
condition of award in the Invitation for Bid/Request for Proposal. Metra will evaluate the total Proposal
or Bid price which includes the base requirement(s) plus the option requirement(s) as part of the award
evaluation process. The evaluation of options will not obligate Metra to exercise said options. Metra
may reject any Bid or Proposal that is materially unbalanced as to prices for the base requirement and
the option quantity(s) or value.
16.
PROGRESS PAYMENT PROV?SIONS
At Metra's discretion, Metra may provide payments to the Contractor, prior to final delivery or completion,
where payment is determined on the basis of costs incurred by the Contractor and the percentage or stage
of completion of the Contract. Progress payments may be appropriate:
1.
if the Contractor will not be able to bill for the first delivery of products, or other milestones for a substantial time after work begins; or
2.
the Contractor will make expenditures or Contract performance during the period prior
to delivery that have a significant impact on the Contractor's working capital; or
3.
if the Contractor demonstrates actual financial need or the unavailability of private
financing;
When progress payments are utilized, Metra will receive title to property (materials, work in progress,
and finish-ed good!s) for which progress payments are made. Such title must be free of all
encumbrances, or Metra must receive a priority hen secured pursuant to Article 9 of the Uniform
Commercial Code and other applicable State laws or local ordinances. To the extent any Federal funds
are expended through progress payments, the rights of the United States in property for which the
progress payments were made must be paramount to any rights rising under State Iaw. Metra will not
j:+rovide for progress payments if the contract items are quick turnover types of material for which
progress payments?are not customary commercial practice. Metra will exclusively determine when
progress payments are applicable.
Exhibit l-Basic
3
March20l3
FXHIBIT 1-B
INFORMATION TO BIDDERS - SUPPLIES/EQUIPMENT
17. COMPLIANCE TO THE SPECIFICATION:
Metra will only consider technical compliance to the specification for that product(s), material(s) and/or
service(s) declared in writing by the Bidderin their respective Bid submission at the time of the Bid opening.
Metra will not consider technical compliance for any other offer of product(s), material(s) and/or service(s)
made by the Bidder not submitted with the Bid documents or any subsequent post-bid submission.
Unless specified otherwise in the Bid documents, all product(s) and material(s) will be of new construction,
new production or manufactured new with all new sub-components. New is defined as being recently
coming into existence and unused. Metra will not consider refurbished, recycled or remanufactured
product(s) or material(s) as being of new construction, new production or manufactured as new.
Exl'iibit l-Basic
4
March 2013
EXHIBIT 1-C
PURCHASE AGREEMENT/CONTRACT INSTRUCTIONS
THE FOLLOWING WILL BE NOTED:
1.
F.O.B. - Will be Destination and must include all Shipping and Handling Charges.
2.
Pricing - Metra encourages Bidders to quote prices that are firm for the contract period. If the bidder cannot offer firm
prices, then the bidder may quote an escalated percentage for the second, third, fourth and/or fifth twelve (12) months
of the contract (Refer to Exhibit 1-N). This escalation will be considered during bid analysis. This escalation must be
substantiated by a notice of increase and Metra reserves the right to require evidence satisfactory to Metra which justifies
any and all price increases.
3.
Indefinite Quantity Clause - The quantities ordered may vary from the quantities on the Invitation for Bid.
4.
80% Notification - The Successful Bidder shall notify Metra, in writing, when 80 percent of the Purchase Agreement
Total has been committed. The Successful Bidder agrees to absorb costs of material or services that exceed the
stipulated amount on a Purchase Agreement if the supplier has not notified Metra that it has reached the stipulated
percentage of the total authorization of the Contract.
5.
Purchase Order Total - The total dollar amount for this order may be less but shall not exceed the Purchase Agreement
or Contract Total.
6.
Invoicing - An original itemized invoice must be submitted to: Metra, Accounts Payable Department via mail to 547 W.
Jackson Blvd., Chicago, IL 60661 or email at MetraVendorInvoices@metrarr.com and must include the Purchase
Agreement and Purchase Order number upon the issuance of a release order. All invoices must be itemized. If vendor
submits its invoice to any other department or any other Metra personnel than as indicated above, Metra reserves the
right to take any cash discount offered on vendor invoice regardless of date of invoice. Failure to follow these
conditions may result in delayed or non-payment of invoices and may lead to order cancellation and termination.
7.
Compliance Requirements – Metra’s ODBE Director must receive a completed and signed Commitment to DBE
Participation prior to the Bid opening or with the Bid, when the Invitation for Bid has established DBE goals. All other
compliance information (Public Contract Number, Work Force Analysis Forms and Affirmative Action Plan) must be
received prior to Contract award. (See Exhibit 1-L)
8.
The Purchase Agreement or Contract is subject to appropriation of funds each year.
9.
Metra's Tax Exemption - Identification Number is E9975-7850-07.
10.
Metra may find the Bidders non-responsive to their solicitation if the Bid submitted is found to be price imbalanced in
respect to materials and services.
Exhibit 1-C - PA 104
July 2017
EXHIBIT 1-D
TERMS AND COND?TIONS
THE CONTRACT WILL BE GOVERNED BY ILLINOIS LAW.
1 . DELIVERY. It is understood and agreed that time of delivery is of the essence of this Contract. Delivery must be effected within the time, if specified,
on the face of the Order. If Vendor fails to make deliveries or perform services at the agreed time, all damages suffered by Metra and other costs required
to meet the specified delivery schedule will be at the expense of the Vendor.
2. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties. It may not be modified or terminated orally, and no claimed
modification, termination, or waiver shall be binding on Metra unless in writing by a duly authorized representative of Metra. No modification or waiver shall
be deemed affected by Vendor's acknowledgment or confirmation containing other or different terms. All titles to clauses contained in this Contract for
identification only and shall not be construed as being a substantive part of this agreement.
3. ASSIGNMENTS. This Contract with all the benefits and advantages thereof shall be binding upon and inure to the representatives, successors or
assigns of the parties hereto, if previously approved by the Senior Director of Materials Management. Hovvever, neither this Contract nor the proceeds
therefrom shall be assigned in whole or in part without the written approval of Metra.
4. MODIF?CATION. Metra may, by written order, make changes in the specifications of this Contract if such changes are within the general scope of the
Contract. If such changes cause an increase or decrease in the Vendor's costs or in the time required for performance of the Contract, (1 ) the Vendor shall
promptly notify Metra and asser} its claim for adjustment within thirty (30) days; and (2) an equitable adjustment shall be made by Metra and the Contract
modified accordingly. Nothing in this clause shall excuse the Vendor from peforming. Metra will have the right to verify all claims hereunder by auditing
relevant records, facilities, work or materials of Vendor and Vendor will provide such records and information at Metra's request.
s. RFI FASF AUTHORIZATION. When deliveries are specified to be in accordance with Metra's written releases, Vendor will not fabricate or assemble
any goods, nor procure required materials, nor ship any supplies, except to the extent authorized by such written releases.
6. UNAVOIDABLE DELAY. If the Vendor is delayed in the delivery of goods purchased under the Contract by a cause beyond his control, he must
immediately upon receiving acknowledgment of such delay, give written notice to Metra and request an extension of time for completion of the Contract.
Metra shall examine the request and determine if the Vendor is entitled to an extension. Metra shall notify the Vendor of the decision in writing.
7. WAIVER. Metra's failure to promptly enforce any of the conditions of this order shall not be deemed to be a waiver, and no waiver of rights under (his
order shall constitute a waiver of any of Metra's other rights.
8. TERMINATION. This Contract can be terminated with or without cause, upon seven (7) calendar day's written notice by Metra. In addition, this Contract
may be terminated upon seven (7) calendar day's written notice by Metra if sufficient funds have not been appropriated to cover the estimated requirements.
This Contract may also be terminated by Metra if the Vendor for breach if the Vendor fails to comply with any material term or condition of this Contract
(including but not Iimited to, the Vendor supplying goods that do not comply with any of Metra's written specifications), and if, after no more than seven (7)
calendar days afker Metra's notice to Vendor, Vendor fails to cure the breach. In such event, Vendor will be responsitile for all damages suffered by Metra
as a consequence of said breach, and Metra reserves all rights against the Vendor in Iaw and equity. (The Terms and Conditions apply to all pages of the
Purchase Order).
9 PRICE WARRANTY. Vendor warrants that the unit price (s) charged herein do not exceed the unit prices charged by the Vendor to any other customers
in substantially similar transactions. Vendor agrees to make any price rebate which this warranty may require.
1 'J. PAYMENT. Payment will be made in accordance with the terms of the face of this order, or the Vendor's invoice, whichever are more favorable to
Metra and payment date therefore shall be calculated from the receipt of invoice or receipt or final acceptance of the goods, whichever is Iater.
11. REGuLATOR COMPLIANCE. Vendor represents and warrants that the goods or services furnished hereunder (including all labels, packages and
c:intainers for said goods) comply with all applicable standards, rules and regul:ations in effect under the requirements of all Federal, Sta}e and Local Iaws,
rules and regulations as applicatile, including the Occupational Safety and Health Act of 1970 with respect to design, construction, manufacture or use for
their intended purpose of said goods or services.
12. PACKING. All goods, wrappers, and containers must bear markings and Iabels required by applicable Federal, State and Local laws, and regulations
for the protection and safety of person and property; and Vendor warrants that prices include all cheirges for packing, crating, and transpor(ation Fo F.O.B.
as designated on IFB and/or p.o.
13. EQUAL EMPLOYMENT OPPORTUNITY. In connection with the execution of this Contract, the Vendor shall not discriminate against any employee
cr applicant for employment because of race, religion, color, sex, national origin, age or disability. The Vendor shall take affirmative actions to insure rhat
applicants are employed and that employees are treated during their employment,-without regard to their race, religion, color, sex, national origin, age or
dsability.
lhe Vendor agrees to comply with Executive Order 11246, and the Equal Employment Opportunity clause as set forth in FPR 1-12.803.2, said clause being
h=rewith incorporated into this Contract by reference.
1he Vendor shall not discriminate on the basis of race, religion, color, sex, national origin, age or disability, in the perfomiance of this Contract. The
r;quirements of 49 CFR Park 26 and Metra's u.s. D.O.T. L approved Disadvantaged Business Enterprise program, if applicable }o this Contract, are
iycorporated in this Contract by reference. Failure by the Vendor to carry out these requirements is a material'breach of the Contraci, which may result in
be termination of this Contract, or such other remed'y as Metra deems appropriate.
l
Exhibit l-Basic
September 2019
EXHIBIT 1-D
TERMS AND CONDITIONS
The Equal Employment Opportunity clause required by the lllinois Department of Human Rights is herewith incorporated into this Contract by reference.
1 4. DISADVANTAGED BUSINESS ENTERPRISE. Vendor shall be compliance with 49 Code of Federal Regulation Part 26, any other federal regulation
governing Disadvantaged Business Enterprises and Metra's DBE complia'nce requirements as indicated in Metra's DBE Compliance Exhibit.
15. WARRANTIES. The Vendor vtarrants that all articles of materials delivered hereunder shall be free from defect of material and workmanship and that
all par(s furnished will conform to samples, specifications and/or drawings as may be applicable, and will fit for the purpose for which purchased. The
warranty period shall be for one (1 ) year, unless otherwise provided for * the Contract aocuments, from the date of delivery or date of final acceptance,
wh!cheive; !s later. Metra may retuarn any nonconforming or'defective items to the Vendor or require correction or replacement of the item at the time the
defect :s discovered, all at the Vendor's risk and expense. Acceptance of items by Metra or payment therefore shall not relieve the Vendor of its
responsibilities hereunder.
16. INDEMNIFICATION. In connection with the peformance of the Contract, the Vendor ar;lrees to assume all risk of injury to person (including death) and
damage to property suffered by the Vendor, Metra and all other persons, firms and corporations, and the Vendor agrees to indemnify, defend, and save
harmless Metra, and its officers, agents and eimployees from and against all loss, liability, cost and expense (including all costs of Iitigation and all attorneys'
fees) which any of them may incuF, sustain or be subject to on account of all cla!ms of !njury to person, including death, or damage to property suffered by
the </endor, Metra and all other persons, firms and corporations which result from or ar!se out of the performance of this Contract or the presence of the
Vendor or its agents, servants or employees in, on or 'about any premises owned or occupied by Metra, whether or not any such claim is caused by or
attributed to the condition of any premises owned or occupied by Metra.
17. PATENT INDEMNITY. To the extent the subject articles are not manufactured pursuant to design originated by Metra, Vendor agrees it will indemnify,
defend, and save Metra harmless from any Ioss,adamage or liability which may be 'incurred on account of infringement of United States patent rights with
respect to such articles or materials, and that it will at iffi own expense defend- any aaion, suit or claim in which such infringement is alleged with respect
to the sale or use of the ar}icles or materials delivered hereunder, provided Vendor is duly notified as to suits against Metra.
18. COPYRIGHT INDEMNITY. Vendor shall indemnify, defend, and hold and save harmless Metra its officers, agents, employees and transferase from
liability of any nature or kind, including cost and expenses, for or on account of any infringement or claim of infringement of any copyrighted matter arising
from the inte-nded use of goods or se';ices furnish:ed hereunder. Vendor by its counsel and at its expense shall assume and defend all claims, demands
and suits for infringemenF of any copyrighted matter against Metra, its officers, agents and employees within the scope of Vendors undertakings in the
preceding sentence.
This Contrad (Agreement) is subject to the FTA policy on copyrights and rights in data as set forth in Section 116, Part 11 of 11, of the FTA Grant Agreement
between Metra and the F:A. The Federal Government reserves a royaltylfree, nonexclusive, and irrevocable Iicense to reproduce, publish, or otherwise
use, and to authorize others to use, for Federal Government purposes:
1 . Any work developed under this Contract irrespective of whether or not a copyright has been obtained; and
2. Any rights of copyright to which Metra or the Vendor purchases ownership with Federal assistance.
19. Vendor will not, without the prior written consent of Metra, in any manner publish the fact that Vendor has furnished or contracted to furnish Metra goods
and/or services, or use the name or service mark of Metra, or its products in Vendor's advertising or other publications.
20. DATA. Vendor shall not use or disclose any data, designs, or other information belonging to or supplied by or on behalf of Metra, unless expressly
authorized by Metra. Upon the Metra's request such data, designs, or other information and any copies thereof shall be returned to Metra. Where Metra's
data, designs, or other information are furnished to Vendor's suppliers for procurement of supplies by Vendor for use in the performance of Metra's contracts,
Vendor shall insert the substances of this provision in its Contract.
21 . The rights and remedies herein reserved to Metra are cumulative and in addition to any other or further rights and remedies available at law or in equity.
No waiver of any breach of any provision of this Contract will constitute a waiver of any other breach or waiver of such provision.
22. CONFLICT OF INTEREST. Members of the Board, officers and employees of Metra, their spouses, their children, their parents, their brothers and
sisters and their children, are prohibited from having or acquiring any Contiact or any direct pecuniary interest in any Contract which will be wholly or
par(ially performed by the payment of any funds or the transfer of property of Metra. Any firm, partnership, association or corporation from which any
member'of the Board, officer -or employee of Metra is entitled to receive more than seven and one-half percent (7 %) of the total distributable income, is
prohibited from having or acquiring any contact or direct pecuniary interest in any Contrad which will be performed in whole or in par( by payment of funds
or the transfer of property of Metra. Any firm, par(nership, associ:ation or corporation from which members of the Board, officers, employees of the Metra,
their spouses, their child-ren, their parents, their brothers and sisters and their children are entitled to teceive in the aggregate more than fifteen percent
(1 5%) 'of the total distributable income, is prohibited from having or acquiring any Contract or direct pecuniary interest in any Contract which will be performed
in whole or in part by the payment of funds or the transfer of property of Metra.
23. CONTRACTS VIOLATING REGULATIONS. Any Contrad executed in violation of the above terms and conditions shall be null and void as to Metra.
24. BASIS OF AWARD. Award will be made within 90 days from the Bid opening date to the lowest responsive and responsible bidder on a line item basis
or on a line or lot basis, whichever is the Iesser amount, solely as determined by Metra pursuant to its best interests unless set for(h o}herwise in the IFB.
25. Over shipments will not be accepted.
26. All hazardous material must be accompanied with Material Data Sheets as set for(h in Federal, lllinois and Local regulations. All containers must be
labeled in accordance with Federal, Illinois and Local regulations in effect at the time of shipment.
2
Exhibit l -Basic
September 2019
EXHIBIT 1-D
TERMS AND CONDITIONS
27. CONFLICT OF PROVISIONS. In the event of a conflict between any of the above terms and conditions and any of the terms and conditions included
in any other attachments, these terms shall govern.
28. BUY AMERICA. Any purchase under this Contract will meet the provisions as set forth in Sedion 1 65 and/or 1 65(b) (3) of the Suface Transportation
Assistance Ad of 1982 as amended, and the regulations in 49CFR661 unless appropriate exemption has been applied to the requirements pursuant to
Section 1 65(b) (2) or (b) (4) of the Surface Transportation Ad and regulations in 49CFR661 .7.
29. Pursuant to Metra's Grant Agreement with the FTA, Part 11 of II, Metra gives notice to the Vendor that Federal requirements may change, and the
changed requirements will apply to this Contract as required.
30. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Contract or to any benefit therefrom.
31 . Vendor agrees to permit the Secretary of Transporkation and Controller 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 "Projed" as defined by the applicable FTA Grant Agreement.
32. TRAINING. If required by Metra, Contractor will provide training and support materials, approved by Metra's Training and Development Division, to
assure:
A. Operator proficiency. Metra's operators of the product, system or equipment must have the knowledge and ability to use the product
according to Metra standards.
B. Metra personnel proficiency. Metra personnel must have the ability to diagnose and repair common and uncommon problems with the
product, system or equipment. Applicable Metra maintainers must be able to:
@
*
*
Locate and identify all components.
Use vendor-provided par(s manuals
Use specialized diagnostic tools required by the particular product, system or equipment.
Use detailed vendor-provided troubleshooting guides, which may include, but are not Iimited to:
s
Flow Charts
n
Symptom maps.
C. Support. Contrador will provide the following operation and maintenance suppor( materials:
@
@
*
D.
Master parts Iist.
Recommended life cycles of systems and sub-systems.
Recommended overhaul schedules and procedures.
Preventative maintenance schedules.
Training support. Contractor will assist Metra's Training and Development Division in providing the necessary skills and knowledge to
supervisors and other personnel who need to know some components of the product, system or eiquipment. This includes all manu-als and
guides identified in paragraphs A, B, and C of this section and:
@
Multimedia information about the product, system or equipment in professional quality CD-ROM/DVD video format, or other Metra Training
approved format and standards.
Material standards:
s
@
*
All text and graphics from vendor produced manuals in electronic Metra-approved format.
All text materials will be targeted to an 8th grade reading level and a competency of GED Ievel 3.
All manuals and procedures will comply with Metra Training defined standards, as attached. (Equipment Manuals,
Procedure sheets)
33. STATE OF ILLINO?S GIFT BAN ACT. The Contractor (Consultant, Vendor, or as appropriate) shall comply with the applicable provisions of the
Etate Officials and Employees Ethics Act, s ILCS 430/1 et seq., as amended, and refrain' from providing giffs to -Metra's emp:oyees in violation of Metra's
Gift Ban Policy.
3
Exhibit 1-Basic
September 2019
EXHIBIT 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCI IRFMFNT
PAGE
1.
PARTIES AFFECTED
1
2.
FALSE OR FRAUDULENT STATEMENTS OR CLAIMS
1
3.
APPROVED EQUALS AND BRAND NAME
i
4.
ENVIRONMENTAL REQUIREMENTS
1
s.
AUDIT.
2
6.
DISADVANTAGED BUSINESS ENTERPRISE
2
7.
EMPLOYMENT
3
8.
TERMINAT?ON AND SUSPENSION
4
9.
INTEREST OF MEMBERS OF CONGRESS
6
10.
PROHIB?TED INTEREST.
6
11.
FINANCIAL ASSISTANCE CONTRACTS
6
12.
INELIG?BLE CONTRACTORS AND SUBCONTRACTORS
6
13.
CONTRACT CHANGES
6
14.
COPYRIGHT AND RIGHTS IN DATA
6
15.
CARGO PREFERENCE - USE OF UNITED STATES FLAG VESSELS
7
16.
PATENT INFRINGEMENT..
7
17.
BUY AMERICA
7
7&8
18.
REQUIRED IN BIDDING REQUIREMENTS
19.
CONSERVATION
8
20.
CHANGING REQUIREMENTS
8
21.
REPORTING, RECORD RETENTION AND ACCESS
22.
PATENT RIGHTS
23.
CONTRACT HOURS AND SAFETY STANDARDS ACT
g
24.
SUBSTANCE ABUSE
9
25.
ACCESS REQUIREMENTS FOR INDMDUALS WITH DISABILITIES
26.
EMPLOYEE BENEFITS
27.
NO FEDERAL GOVERN MENT OBLIGAT?ONS TO THIRD PARTIES
10
28.
PRIVACY ACT
10
29.
PREFERENCE FOR RECYCLED PRODUCTS
10
30.
EMPLOYEE PROTECTIONS
10
31.
ENERGY CONSERVATION
10
Exhibit l-Basic
8
8&9
g
9&10
March20l3
EXHIBIT 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
u.s. Department of Transportation
Federal Transit Administration ("FTA")
and lllinois Department of Transportation ("IDOT")
Addendum For Material Purchases
1.
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 recognized that the requirements of
the Program Fraud Civil Remedies Act of 1986, as amended, 49 u.s.c. part 3801 et sq 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 Govemment 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 Iaws
imposing environmental and resource conservation requirements may apply to the Project.
Some, but not all, of the major Federal Iaws that may affect the Project include: the National
Environmental Policy Act of 1969, as amended, 42 u.s.c.' 4321 et ?; the Clean Air Act, as
amended, 42 u.s.c. ' 7401 et s? 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. it 6901 et ?; and the Comprehensive Environmental
Response, Compensation, and Liability Act, as amended, 42 u.s.c. n 9601 et sH. 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.
a.
Exhibit l-Basic
Environmental Protection. The Contractor agrees to comply with the applicable
requirements of the National Environmental Policy Act of 1969, as amended, 42
l
March 2013
EXH?BIT 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
u.s.c. it 4321 et s?H. 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 ?.; 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. u 7401
et sH. 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.
(b) 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 f-TA, 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,
regulations issued pursuant to the Federal Water Pollution Control Act,
amended, 33 u.s.c. "1251 et ?.
or
as
(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 the FTA, Metra, and to the
appropriate u.s. EPA Regional Office.
s. Audit and Inspection of Records. Contractor shall permit the authorized representatives of Metra
to inspect all work materials, payroll, and other data and records involving this Agreement and to
audit the books, records, and accounts involving this Agreement.
6. Disadvantaged Business Enterprise. Contractor must take all such action as may be necessary
and reasonable to assure that minority business enterprises have an equitable opportunity to
compete in all subcontracting activities and shall cooperate with Metra in its program for the
participation of disadvantaged enterprises.
Exhibit 1-Basic
2
March 2013
EXH?BIT 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
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, sex, national origin , age or disability. Such action shall
include but not belimited to the following: employment, upgrading, demotion, transfer, recruitment,
recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship.
7.2 FTARegulations.Contractorforitself,itsassigneesandsuccessorsininterests,agreesthatitwill
comply with the following regulation:
a) CompliancewithRegulations.ContractorshallcomplywiththeRegulationsrelative
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 incorporated herein by reference and made a part of this
Contract.
b) Nondiscrimination. Contractor, with regard to the work performed by it during this
Contract, shall not discriminate on the g?ounds of race, religion, color, sex, national
origin, age or disability in the selection and retention s9bcontractors, including
procurements of materials and Ieases 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) SolicitationsforSubcontracts(includingProcurementsofMaterialsandEquipment).
In all solicitations either by competitive bidding or negotiation made by Contractor
for work to be performed under a subcontract, including procurements of materials
or Ieases of equipment, each potential subcontractor or supplier shall be notified by
Contractor of (,ontractor's obligatio ns under the Contract a n d the reg ulations relative
to nondiscrimination on the grounds of race, religion, color, sex, national origin, age
or disability.
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 ofinformation, 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
said information, Contractor shall so certify to Metra or FTA, as appropriate, and
shall set forth what efforts it has made to obtain said information.
e) Sanctions for Noncompliance. In the event Contractor's noncompliance 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
(ii) Cancellation, termination or suspension of this Contract, in whole or
in part.
Exhibit 1-Basic
3
March 2013
EXH?BIT 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
(f) IncorporationofProvisions.Contractorshallincludetheofparagraphs(1)through
(6) of this Section 5.Cin every subcontract, including procurements of materials and
Ieases of equipment, unless exempt by the regulations, or directives issued
pursuant hereto. Contractor shall take such action with respect to any subcontract
or procurement as Metra or FTA may direct as a means of enforcing such provisions
including sanctions for noncompliance; provided, however, that in the event
Contractor becomes involved in, or is threatened with , Iitigation with a subcontractor
or supplier as a result of such direction, Contractor may request Metra to enter into
such Iitigation to protect the interest of Metra, and in addition, Contractor may
request the United States to enter into such Iitigation to protect the interests of the
United States.
Equal Employment Opportunity - FEPC. Contractor shall comply with, and assure that each
subcontractor complies with the following regulations of the lllinois Human Rights
7.3
Commission:
Section 6. I In the event of the Contractor's noncompliance with any provision of this Equal
Opportunity Clause, the Illinois Human Rights Act or the lllinois Human Rights Commission's Rules and Regulations, the Contractor may be declared nonresponsible 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 avoided in
whole or in part, and such other sanctions or penalties may be imposed or remedies
invoked as provided by statute or regulation. During the performance of this Contract, the
Contractor agrees as follows:
7.3.1
1.
That it will not discriminate against any employee or applicant for employment
because of race, religion, color, sex, national origin, age, disability, 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.
2.
That, if it hires additional employees in order to perform this Contract or any
portion hereof, it will determine the availability (in accordance with the
Commission's Rules and Regulations) of minorities and subcontractors, and
further, it will promptly notify tFie Contracting agency and the Departmentin the
event any subcontractor fails or refuses to comply therewith. In addition, no
Contractor will utilize any subcontractor declared by the Department to be nonresponsible and therefore, ineligible, for Contracts or subcontracts with the
State of Illinois or any of its political subdivisions or municipal corporations.
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.I Termination for Default
m
Each of the following is an event of default:
(a) if Contractor shall fail to begin the work or abandons it;
(b) if the Contract is assigned or the work sublet otherwise than as permitted by the
Contract Documents;
(c) if Contractor unreasonably delays performance of the Contract without excuse
hereunder;
Exhibit l-Basic
4
Marcli 2013
EXH?BIT 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
(d) if Contractor violates or breaches any of the provisions or covenants of the Contract
Documents or does not comply therewith in good faith;
(e) if the delivery of the Equipment or any part thereof is not completed within the time
prescribed in the Agreement for its delivery or within the time to which such delivery is
extended by Metra; and
(f) (in view of the necessity for special skill and ample financial resources in the
prosecution of the work) if Contractor shall become insolvent or bankrupt, or shall make
an assignment for the benefit of creditors, or take advantage of anyinsolvency statute
or 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.
(2) Upon the occurrence of any event or default, Metra upon written notice to Contractor, shall
have the following rights:
(a) the right to declare 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 at the expense of Contractor; and
(b) 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 right to damages, Iiquidated or otherwise, arising out of any such
default, and such other remedies as may be provided by the Iaw orin equity, 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 previously stated, Metra reserves the right to terminate this Contract
without cause upon notice to the Contractor of termination in writing. Termination is effective
immediately. In the event FTA or IDOT financial assistance for the project of which this Contract is
a whole or a part is 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 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 (Iess salvage), if any, of materials, supplies, and Iabor
then expended or irrevocably committed to the work, plus a reasonable profit (not greater than 1 0%)
based on a proportionate allocation of the profit which would have been earned had the entire work
been performed to the portion of the work then performed. Title to all property covered by such
charges will be made within forty-five (45) days after presentation of Contractor's invoice showing
all cancellation charges accompanied 6y substantiating each cost or expense claimed.
8.3 Post-Termination Obligations. After receipt of a 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 extend specified in the notice of termination ;
(b) place no further orders or subcontracts for materials, services, or facilities, except as may be
necessary for completion of such portion of the 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.
8.4 Rights and Remedies. The duties and obligation imposed by the Contract and the rights and
remedies available thereunder shall be in addition to and not a limitation of any duties, obligations,
rights, and remedies otherwise imposed or available by law. No action or failure to act by Metra shall
constitute a waiver of any right afforded to it under the Contract, nor shall any such action or failure
Exhibit l-Basic
s
March 2013
EXHIB?T 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
to act constitute an approval of or acquaintance in any breach thereunder, except as may be
specifically agreed in writing.
8.5
Performance During Dispute. Unless otherwise directed by Metra, Contractor shall continue
performance under this Contract while matters in dispute are being resolved.
9.
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.
10.
Prohibited Interest. No member, officer or employee of Metra or of a Iocal public body with
financial interest or control in this Contract during his tenure or for one (1 )year thereafter, shall
have any interest, direct orindirect in this Contract or the proceeds thereof.
11.
Financial Assistance Contracts. This Contract is subject to the provisions of the financial
assistance Contracts between Metra and other sponsoring agencies which are identified in the
Invitation for Bids as FTA and IDOT.
12.
Ineligible Contractors and Subcontractors. Any name appearing upon the Controller General of
the United States' list of ineligible Contractors for federally financed and assisted construction
shall not be eligible to act as a Contractor or as a subcontractor for the Contractor pursuant to
this Contract. In the event Metra determines the Contractor or a subcontractor is currently
ineligible or becomes ineligible after Contract award, this Contract may be cancelled , terminated
or suspended by Metra.
13.
Contract Changes. Any proposed change in the Contract shall be submitted in writing to Metra
for its prior approval.
14.
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
111 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 Iicense 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 Iimited to: computer
software, engineering drawings and associated lists, specifications, standards, process
sheets, manuals, technical reports, catalog item identifications, and relatedinformation. The
term "subject data" does notinclude financial reports, cost analyses, and similarinformation
incidental to Project Administration.
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 1 9.b(1 )of the Master Agreement, however,
does not apply to an Agreement with an institution of higher Iearning.
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 Iicense to reproduce, publish, or
otherwise use, and to authorize use for Federal Government purposes the "subject data"
described as follows:
Exhibit 1-Basic
6
March20l3
EXHIBIT 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
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.
15.
Cargo Preference - Use of United States - Flag Vessels and Flaq Air Carriers
The Contractor agreesA. 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 Iines, 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 Ioading, 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 Iegible copy of a rated, "on board" commercial ocean
bill-of-Iading 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-Iading 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 this Contract or any property acquired for the
Contract as required by the International Air Transportation Fair Competitive Practices Act
of 1974, as amended, 49 u.s.c § 40118, in accordance with u.s. GAO regulations,
"Uniform Standards and Procedures for Transportations," 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, March 31, 1981.
D. To insert the substance of the provisions of this clause in all subcontracts issued pursuant
to this clause.
"16. 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 noninfringing equipment, or modify it so it becomes non-infringing.
17. Buy America - (For FTA funded procurement awards exceeding $100,000.00)
A. The Contractor agrees to comply with 49 u.s.c. 5323 (j), FTA's Buy America regulations at 49
C.F.R. Part 661 , and any amendments thereto, and any implementing guidance issued by FTA,
with respect to this Contract, when financed by Federal fund (Grant Agreement or Cooperative
Agreement.)
B. As a condition of responsiveness, the Contractor agrees to submit with its Bid submission, a
completed Buy America Certificate.
18. 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 procurements will
Exhibit l-Basic
7
March 2013
EXHIBIT 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
be based on an established or competitive price 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
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 will be made by competent and experienced auditors or price
analysts. An engineer's estimate or comparison of the prices involved is insufficient.
D. If Metra does not have the capabilities to perform the needed analysis, FTA may Iend support
in obtaining the services of the Defense Contract Audit Agency.
E. Metra will submit to FTA all data and analysis of the determination prior to award of the Contract.
19. 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.).
20. Chanqing 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 projectas required, unless the Federal, State and/or Local Government
determines otherwise.
21 . Reporting, Record Retention and Access. The Contractor agrees as follows:
a. 3?. 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.
c. Access to Records. The Contractor 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. For those Contracts whose
Contract award is not based on competitive bidding procedures as defined by the Secretary of
Transportation, the Contractor in 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. Failure or refusal by the Contractor 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 may place the Contractor
in default of the Contract and subject the Contract to termination for cause and subsequent
penalties, as described in Section 8.A.2 of this exhibit.
22. 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 patent able under the Iaws of the United States of America or any foreign country, the
Contractor will notify Metra immediately and provide a detailed written report of same.
Exhibit l-Basic
8
March 2013
EXHIB?T 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
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 .
23. 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.
24. Substance Abuse. To the extent the Contractor, subcontractor, or any party contracted for work
as a result of this Contract performs a safety sensitive function, it agrees with, and assures its
employees comply with the requirements of 49 u.s.c. Pait 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 performs a safety sensitive function, it agrees to comply with, and
assures its employees comply with the requirements of 49 u.s.c. Part 5331 , 49 C.F.R. Part 654
for Alcohol Abuse.
25. Access Requirement 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 sH. 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. '161 2; 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;
4. Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability in State and
Local Government Services," 28 C.F.R. Part 35;
s. 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," 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 1 630;
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.
26. 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 s,ubcontractors for this project to pay their employees all
their rightful salaries, medical benefits, pensions, and social security benefits pursuant to applicable
Exliibit l-Basic
9
March 2013
EXH?BIT 1-E
FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT
Iabor 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 beincluded
by the Contractor in all its contracts and agreements with subcontractors for this project.
27. No Federal Government Obligations to Third Parties. Absent the Federal Government's express
written consent, the Federal Government shall not be 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 this contract. 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.
28. Privacy Act. The following requirements apply to the Contractor and its employees that
administer any system of records on behalf of the Federal Government and Metra under any
contract.
a. The Contractor agrees to comply with, and assures the compliance of its employees with , the
information restrictions and other applicable requirements of the Privacy Act of 1974, s
U.S.C.'552a. The Contractor agrees to obtain the express consent of the Federal Government
and Metra before the Contractor or its employee operate a system of records on behalf of the
Federal Government and Metra. The Contractor understands that the requirements of the
Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those
individuals involved, and that failure to comply with the terms of the Privacy Act may result in
termination of the underlying contract or purchase order.
b. The Contractor agrees to include these requirements in each subcontract to administer any
system of records on behalf of the Federal Government and Metra Financed in whole or in part
with financial assistance provided by either FTA or Metra.
29. Preference for Recycled Products. If specified by Metra in the IFB or RFP, and to the extent
practicable and economically feasible, Metra agrees to accept by competitive preference,
products and services that conserve natural resources, protect the environment and that are
energy efficient. Examples of such products may include, but are not Iimited to products
described in the u.s. Environmental Protection Agency guidelines at 40 C.F.R. parts 247-253,
which implement section 6002 of the Resource Conservation and Recovery Act, as amended,
42 u.s.c. '6962.
30. Employee Protections. The Contractor agrees to comply with and assures compliance by its
sub-contractors at any tier, with applicable employee protection requirements for employees of
section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C.'327
through 332, and implementing u.s. DOL regulations, "Labor Standards Provisions Applicable
to Contracts Governing Federally Financed and Assisted Contracts (also Labor Standard
Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and
Safety Standards Act)", 29 C.F.R Part s.
31 . Energy Conservation. The Contractor agrees to comply with the mandatory energy efficiency
standards and policies within applicable State energy conservation plans and/or guidelines
issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C.'6321 ej?5B.
Exhibit l-Basic
to
March 2013
EXHIBIT 1-F
CML RIGHTS REQUIREMENTS
CML RIGHTS REQUIREMENTS (TITLE VI ASSURANCE):
The Contractor agrees to comply with and assures compliance by its sub-contractors at any tier
with the following Civil Rights Requirements. The Contractor agrees to insure these requirements
must be included within all contracts to its sub-contractors at any tier. Failure to implement or
follow the provisions set forth in this Exhibit may result in the Contractor being placed in breach of
the Contract terms and may result in Contract termination.
(1 ) Nondiscrimination - In accordance with Title Vl of the Civil Rights Act, as amended, 42 U.S.C.§
2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C.§ 6102, section
202 of the Americans with Disabilities Act of 1990, 42 U.S.C.§ 12132, and Federal transit Law 49
U.S.C.§ 5332, the Contractor agrees that it will not discriminate against any employee or applicant
for employment because of race, color, creed, national origin, sex, age, or disability. In addition,
the Contractor agrees to comply with applicable Federal implementing regulations and other
implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title Vll of the Civil Rights Act,
as amended, 42 U.S.C.§ 2000e, and Federal transit laws at 49 U.S.C.§ 5332, the Contractor
agrees to comply with all applicable equal employment opportunity requirements of u.s.
Department of Labor (u.s. DOL) regulations, "Office of Federal Contract Compliance Programs,
Equal Employment C)pportunity, Department of Labor," 41 C.F.R. Parts 60 e?., (which
implement Executive Order No. 11246, "Equal Em ployment Opportunity" as amended by Executive
Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"
42 U.S.C.§ 2000e note), and with any applicable Federal statutes, executive orders, regulations,
and Federal policies that may in the future affect construction activities undertaken in the course
of the Project. The Contractor agrees to take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their race, color,
creed, national origin, sex, or age. Such action shall include, but not be Iimited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination; rate of pay or other forms of compensation; and selection for training, including
apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements
FTA may issue.
(b) kB - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as
amended, 29 U.S.C.§ 623 and Federal transit Iaw at 49 U.S.C.§ 5332, the Contractor agrees to
refrain from discrimination against present and prospective employees for reason of age. In
addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended,
42 U.S.C.§ 12112, the Contractor agrees that it will comply with the requirements of u.s. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act, "29 C.F.R. Pait 1630, pertaining to employment
of persons with disabilities. In addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.
(3) The Contractor also agrees to include these requirementsin each subcontract financed in whole
or in part with Federal assistance provided by FTA, modified only if necessary to identify the
affected parties.
Exhibit l-Basic
l
March 2013
EXHIBIT 1-G
METRA - CORRUPT PRACTICES ACT AFFIDAV?T
IMPORTANT: EXECUTE AND SUBMIT THIS AFFIDAVIT WITH BID/PROPOSAL.
, COUNTY OF
STATE OF
, being first duly sworri, deposes and says that he/she is
(NAME -OF PERSON MAKING AFFIDAVIT)-
(INSERT "SOLE OWNER'a, a'A PARTNERa', ((PRESIDENT', OR OTHER PROPER TITLE)
, the Bidder submitting this proposal; and that the
of
(NAME OF CONTRACTOR)
Bidderis in compliance with the provisions set forthin the Corrupt Practices Act, Illinois Revised Statutes, Chapter 102, Section 1 et seq., and to the best
of his knowledge and belief, no person holding office, either by election or appointment under the Laws or C:onstitution of this State, is in any manner
interested, either directly or indirectly,
indirectly, in
in his
his own
own name
name or
or in the name of any other person iassociation, trust or corporation, in this Contract or the
performance of any worl; under
may be
be called
cal'ledupoi
upon to act or vote. In addition, affiant s(ates that no officer
ler this eontract
Contract with
with such officer has been or may
6f the Northeast lllinois Regional Commuter Railroad Corporation D/B/A M ETRA has represented, either as a agent or otherwise, the Bidder with respect
to this: application
or Bid for Contract. Finally, affiant states that to the best of his knowledge and belief, no offIcer of the Nor!heast Illinois Regional
applit
?ad eorporation
Coi
Railroaa
D/B/A METRA has received or been offered, from any person on behalf of Bidder, either directly or indirectly, any money or-other
thing of value as a giffl or bribe or means of influencing any vote or action in any official capacity.
(SIGNATURE OF PERSON MAKING AFFIDAVIT)
Subscribed and sworn to before me
this
day of
SEAL
,20 .
Notary Public
METRA - NON-COLLUSION AFFIDAVIT
IMPORTANT: EXECUTE AND SUBMIT THIS AFFIDAVIT WITH BID/PROPOSAL.
, COUNTY OF
STATE OF
, 5Bing first duly sworn, deposes and says that he/she is
(NAME OF PERSON MAKING AFFIDAVIT)
(INSERT a'SOLE OWNER'a, a'A PARTNERa', aaPRESIDENT?, OR OTHER PROPER TITLE)
, the Bidder submitting this proposal?
of
(NAME OF cox'rmeiot)
and that the Bid was not made in the interest of or on behalf of any undisclosed person, partnership, company, organization, or corporation? that such
Bid is genuine and not collusive sham, and that said Bidder has not been a party to any agreement or collusion among Bidders or prospective Bidders
in restraint of freedom of competition by agreement to Bid a fixed price, or otherwise, or to relrain from bidding and has not, directly or indirectly, by
agreement, communication or conferenffi with anyone attempted to induce action prejudicial to the interest of the Norkheast lllinois Regional Commuteir
Railroad Corporation D/B/A METRA or of any Bidder or anyone else interested in the proposed Contract.
(SIGNATURE OF PERSON MAKING AFFIDAVIT)
Subscribed and sworn to before me
this
day of
SEAL
,20 .
Notar7 Public
Exhibit l-Basic
1
March 2013
EXH?BIT 1-H
METRA - CONTRACTOR'S CERTIFICATION FOR BID/PROPOSAL
IMPORTANT: EXECUTE AND SUBMIT THIS CERTIFICATION WITH BID/PROPOSAL.
, as part of its Contract for
(NAME OF CONTRACTOR)
to
(GENERAL DESCRIPT?ON OF ITEM(S) BID ON)
METRA herebycertifiesthatsaidContractorisnotbarredfrombiddingontheaforementionedContractbecauseofaviolationof
either Section 33E-3 or 33E-4 of Article 33E of Chapter 38 of the lllinois Revised Statutes.
(NAME OF AUTHORIZED AGENT OF CONTRACTOR)
(INSERT "SOLE OWNER'a, "A PARTNERa', 'aPRESlDENT?, OR OTHER PROPER TITLE)
(SIG-NATU-RE O-F AUTHORIZED AGENT OF CONTRACTOR)
PRICE CERTIFICAT?ON
IMPORTANT: EXECUTE AND SUBMIT THIS CERTIFICAT?ON WITH BID/PROPOSAL.
of
1,
(NAM-E OF AUTHORIZED AGENT OF CONTRACTOR)
(NAME OF CONTRACTOR)
hereby ceruTy that the prices quoted to METRA are the same prices that would be quoted to any other potential customer for the same quantity
under the same quality under the same terms and conditions and like circumstances.
(NAME OF AUTHORIZED AGENT OF CONTRACTOR)
(INSERT 'aSOLE OWNER?, "A PARTNERa', a'PRESlDENT': OR OTHER PROPER TITLE)
(Sl(3-NATURE OF AUTHORIZED AGENT OF CC)NTR-A-C-TOR)
Exhibit l-Basic
1
March20l3
EXHIBIT 1-l
METRA-CERTIF?CATE ON DEBARMENTAND SUSPENSION
The following certificate is to be executed and submitted with the bid.
PRIMARY CONTRACTOR
METRA - CERTIFICATE ON DEBARMENT AND SUSPENSION
for a Primary Contractor
The potential CONTRACTOR for a PRIMARY Contract to METRA,
certifies to the bes( of its knowledge
(NAME OF CONTRACTOR)
and belief, that it and its principals:
ently debarred, suspended, propoi
1. Arenotpresentlydebarred,suspended,proposedfordebarment,declaredineligible,orvoluntar?IyexcludedfromcoveredtransactionsbyanyFederal
Department or
Agency?State
Stateor
or Local
Local Unit
Llnit of Govemment.
orAqency
2. Havenotwithinathreeyearperiodprecedingthisproposalbeenconvictedoforhadaciuljudgementrenderedagainstthemforcommissionoffraud
or a criminal offense in-connection with obtffiining, artempting to obtain, or performing a public transaction? violation of Federal or State antitrust
statutes or commission of embezzlement, theft, lorgery, bribery, falsification or destruction of records, making false statements, or receiving stolen
property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or Local) with commission of any
offenses enumerated in paragraph (2) of this certification? and
4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or Local) terminated for
cause or default.
(lf the potential Contractor is unable to certify to any of the statements in this certification, the participant shall attach an explanation.)
, CERTIFIES OR AFFIRMS
THE POTENTIAL CONTRACTOR FORA MAJOR PRIMARY CONTRACT TO METRA
(NAME OF CONTRACTOR)
THE TRUTHFULNESS AND ACCURACY OF THE CONTENT OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND
UNDERSTANDS THAT THE PROVISIONS OF THE FEDERAL FALSE CLAIMS ACT ARE APPLICABLE THERETO.
(NAME OF AUTHO-RIZED AGENT OF CONTRACTOR)
(INSERT "SOLE OWNER?, 'A PARTNER'a, "PRESIDENT", OR OTHER PROPER TITLE)
(SIGNATURE OF AUTHORIZED AGENT OF CONTRACTO R)
Exhibit l-Basic
l
Marcli 2013
EXH?BIT 1-I
METRA - CERT?FICATE ON DEBARMENT AND SUSPENSION
The SubcontractorNendor with subcontracts over $25,000.00 completes and executes the following form (onlyl and
submits it to the Primary Contractor/Bidder. The Primary Contractor/bidder is responsible for submitting executed
forms with the bid.
SUBCONTRACTOR/VENDOR
METRA - CERTIFICATE ON DEBARMENT AND SUSPENSION
for a Subcontractor/Vendor
SUBCONTRACTOR/VENDOR FOR SUBCONTRACTS OVER $25,000.00
certifies to the best of its knowledge
The potential SUBCONTRACTOR for a primary Contractor to METRA,
(NAME OF SUBCONTRACTOR)
and belief, that neither it nor its prinapals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntanly excluded from
participation in this transaction by any Fedeial Department or Agency; State of Local Unit of Government.
(If the potential subcontractor under a major third party Contract is unable to certify to any of the statements in this certification, such parkicipant shall
attach an explanation to this proposal.)
THE SUBCONTRACTOR UNDER A MAJOR PRIMARY CONTRACT TO METRA
, CERTIFIES OR AFFIRMS
(NAME OF SUBCONTRACT(]R)THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIF?CAT?ON AND
UNDERSTANDS THAT THE PROVIS?ONS OF THE FEDERAL FALSE CLAIMS ACT ARE APPLICABLE THERETO.
(NAME OF AUTHORIZED-AGENT OF SUBCONTRACTOR)
(INSERT "SOLE OWNERa'-,aA PARTNER'a, ((PRESIDENTa', OR OTHER PROPER TITLE)
(SIGNATURE OF AUTHORIZED AGENT OF SUBeONTRAC:TOR)
IMPORTANT: EXECUTE AND SUBMIT THIS CERTIFICATE WITH THE BID/PROPOSAL (IF APPLICABLE). PRIMARY CONTRACTOR/BIDDER 18
RESPONSIBLE FOR FORMS BEING SuBMITTED WITH THE BID/PROPOSAL.
Exhibit ]-Basic
2
March 2013
FXHIB?T 1-J
CERT?F?CATION OF RESTRICT?ONS ON LOBBYING
METRA - CERT?FICATION OF RESTRICTIONS ON LOBBYING
This certification is req uired to be completed and returned with the solicitation if the offer exceed $1 oo,ooo. Failure to return
this certification with the solicitation may result in a determination that the offer is non-responsive or non-responsible.
The undersigned certifies, to the best of his or her knowledge or belief, that:
(1 ) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an em ployee of a Mem ber of Congress in connection with the awarding of any F ederal contract,
the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative
agreem ent.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making
lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement,
the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with
its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 FEd. Reg. ljN3
(1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying
Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 u.s.c. ieio 1 , et seq)].
(3) The undersigned shall require that the Ianguage of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts u nder grants, loans, and cooperative agreements),
and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or
entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 ,
u.s.c .§ 1 352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification
shall be subject to a civil penalty of not Iess than $10,000 and not more than $100,000 for each such expenditure or failure.
[Note: Pursuant to 31 U.S.C.§ 1 352(c)(1 )-(2%A), any person who makes a prohibited expenditure or fails to file or amend
a required certification or disclosure rorm shall be subject to a civil penalty of not less than $10,000 and not more than
$100,000 for each such expenditure or failure.]
The Contractor, ?
(NAME OF CONTRAC.TOR)
certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition,
the Contractor understand and agrees that the provisions of 31 u.s.c. A 3801 , et seq, apply to this certification and
disclosure, if any.
(NAME OF AUTHORIZED AGENT OF-CONTRACTOR)
(INSERT ?SOLE OWNERa', 'A PARTNERa', a'PRESlDENT'l OR OTHER PROPER TITLE)
(SIGNATURE OF AUTHORIZED AGENT OF c-oxrmcrop7
IMPORTANT: EXECUTE AND SUBMIT THIS CERTIF?CAT?ON WITH BID/PROPOSAL
Exhibit l-Basic
l
March20l3
EXHIBIT 1-K
ROLLING STOCK
(FOR ROLLING STOCK INCLUDING TRAIN CONTROL SYSTEMS, ROLLING STOCK
COMMUNICATIONS SYSTEMS AND TRACTION POWER EQUIPMENT)
BUY AMERICA CERTIFICATE
Section 165 of the Surface Transportation Assistance Act of 1982 as amended, (P.L. 97-424) and the
implementing regulations published at 49 CFR, Part 661, require that steel and manufactured products
used in FTA funded projects be produced in the United States. That Act and the regulations also provide
for exceptions if certain requirements are met.
Certificate of Compliance with 49 U.S.C. 5323 (j)(2)(C)
The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323 (j)(2)
and (C) and the regulations in 49 CFR Part 661.11.
Date
______________________________________
Signature
______________________________________
Company Name
______________________________________
Title
______________________________________
OR
Certificate of Non-Compliance with 49 U.S.C. 5323 (j)(2)(C)
The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323 (j)
(2)(C) and 49 C.F.R. 661.11, but it may qualify for an exception pursuant to 49 U.S.C. 5323 (j)(2)(A),
5323 (j)(2)(B), or 5323 (j)(2)(D), and 49 C.F.R. 661.7.
Date
______________________________________
Signature
______________________________________
Company Name
______________________________________
Title
______________________________________
Note: The U.S./Canadian Free Trade Agreement does not supersede the Buy American Requirement.
Bidders must sign that either they “will comply” or, “cannot comply” with the Buy America Certificate. If bidder
signs both compliance and non-compliance to the Buy America Certificate bidder will be deemed non-responsive.
Revised 11/06
EXHIBIT 1-L
METRA
DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM
RACE NEUTRAL (NO DBE CONTRACT GOAL)
COMPLIANCE REQUIREMENTS
The Northeast Illinois Regional Commuter Railroad Corporation, d/b/a Metra, is required to take all
necessary and reasonable steps to ensure non-discrimination in the award and administration of
contracts. Therefore, the federal regulatory provisions of 49 CFR Part 26 apply to this Contract.
49 CFR 26.51(a) requires that Metra must meet the maximum feasible portion of its overall DBE
goal by using race-neutral means of facilitating DBE participation. Race-neutral DBE participation
includes any time a DBE:
 wins a prime contract through customary competitive procurement procedures;
 is awarded a subcontract on a prime contract that does not carry a DBE goal; or
 even if there is a DBE goal, wins a subcontract from a prime contractor that did not
consider its DBE status in making the award (e.g., a prime contractor that uses a strict
low bid system to award subcontracts).
I.
NO DBE CONTRACT GOAL
METRA has established no DBE Contract Goal for this Contract. No DBE Contract Goal
does not suggest that there are no opportunities or available DBEs for DBE participation.
Bidders/Proposers/Contractors are encouraged to provide documented commitment and
confirmation of contracted DBE participation as a result of its own business objectives.
II.
BIDDER/PROPOSER/CONTRACTOR/DBE RESPONSIBILITY REQUIREMENTS
A. As a matter of responsibility, at the time that it is known that a DBE participant will be
utilized, Bidders/Proposers/Contractors should complete and sign Schedule A or D (if a
joint venture) to the extent it will utilize DBE participation. Schedule A or D must list the
name, description of DBE work scope, the North American Industry Classification System
(NAICS) Code and dollar amount of participation of each DBE that will participate in this
Contract. (If the bidder is itself a DBE, the DBE bidder must indicate on Schedule A what
scope of work its forces will actually perform outside of the work of any subcontractor,
and the dollar amount of that work).
Bidders/Proposers/Contractors shall utilize the specific DBE participant(s) listed on the
Schedule A or D to perform the work and supply the materials for which each is listed
unless prior written approval is obtained from Metra’s Director.
The Bidder/Proposer/Contractor shall not be entitled to any payment for work or material
unless it is performed or supplied by the listed DBE.
B. The Bidder/Proposer/Contractor must submit a completed and signed Schedule C,
Confirmation of DBE Participation, from each firm listed on Schedule A or D.
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Exhibit 1-L
C. If the Bidder/Proposer is a DBE joint venture, a two-party signed joint venture agreement
must be submitted to Metra for Metra’s approval at the time bid/proposal is due. This
agreement must address the administrative, financial, and field responsibilities of each
partner. The DBE participation must meet the criteria as set forth in the following
definition per 49 CFR. 26.5:
Joint Venture means an association of a DBE firm and one or more other firms to carry
out a single, for-profit business enterprise, for which the parties combine their property,
capital, efforts, skills and knowledge, and in which the DBE is responsible for a distinct,
clearly defined portion of the work of the contract and whose share in the capital
contribution, control, management, risks, and profits of the joint venture are
commensurate with its ownership interest.
D. Substitutions
A bidder/proposer cannot substitute any DBEs listed on Schedule A or D without prior
written approval from Metra’s Director (See Section IV. [F]).
E. Locating DBE Firms
To view the IL UCP DBE Directory visit Metra’s Website, www.metrarail.com and select
the ODBE Resource link under the Office of Diversity & Business Enterprise department.
Or, a directory can be provided upon request by calling Metra’s Office of Diversity &
Business Enterprise at (312) 322- 6323.
III. COUNTING DBE PARTICIPATION
Schedules A or D and C are reviewed to evaluate and determine DBE credit for proposed DBE
participation. The Schedules must be completely filled out and the Description of Work clearly
defined, in detail to establish that the identified DBE participant(s) would be providing a
commercially useful function as per USDOT Regulation 49 CFR 26.55 (c). Description(s) of
Work and associated Amount(s) provided on Schedules A or D and C must be in agreement.
Metra will only count credit for:


Participation by DBEs Certified by the Illinois Unified Certification Program (IL UCP)
at the time of the bid/proposal due date;
Participation by DBEs directly related to this procurement.
As per 49 CFR Part 26, Metra counts DBE participation toward overall and contract goals as
follows:
A. When a DBE participates in a contract, Metra counts only the value of the work actually
performed by the DBE toward the DBE goal. Participation will only be credited in the
DBE’s area of specialization. Credit for work in other areas requires additional support
documentation for each of those areas.
B. Metra counts the entire amount of that portion of a contract that is performed by the
DBE’s own forces. This includes the cost of supplies and materials obtained by the DBE
for the work of the contract, including supplies purchased or equipment leased by the
DBE (except supplies and equipment the DBE subcontractor purchases or leases from
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Exhibit 1-L
C.
D.
E.
F.
the prime contractor or its affiliate).
Metra counts the entire amount of fees or commissions charged by a DBE firm for
providing a bona fide service, such as professional, technical, consultant, or managerial
services, or for providing bonds or insurance specifically required for the performance of
a DOT-assisted contract, toward DBE goals, provided Metra determines the fee to be
reasonable and not excessive as compared with fees customarily allowed for similar
services.
When a DBE subcontracts part of the work of its contract to another firm, the value of
the subcontracted work may be counted toward DBE goals only if the DBE’s
subcontractor is itself a DBE. Work that a DBE subcontracts to a non-DBE firm does
not count toward DBE goals.
When a DBE performs as a participant in a joint venture, Metra counts a portion of the
total dollar value of the contract equal to the distinct, clearly defined portion of the work
of the contract that the DBE performs with its own forces toward DBE goals.
Metra counts expenditures to a DBE toward DBE goals only if the DBE is performing a
commercially useful function on this Contract.
1. A DBE performs a commercially useful function when it is responsible for execution
of the work of the contract and is carrying out its responsibilities by actually
performing, managing, and supervising the work involved. To perform a commercially
useful function, the DBE must also be responsible, with respect to materials and
supplies used on the contract, for negotiating price, determining quality and quantity,
ordering the material, and installing (where applicable) and paying for the material
itself. To determine whether a DBE is performing a commercially useful function,
Metra must evaluate the amount of work subcontracted, industry practices, whether
the amount the firm is to be paid under the contract is commensurate with the work it
is actually performing and the DBE credit claimed for its performance of work, and
other relevant factors.
2. A DBE does not perform a commercially useful function if its role is limited to that
of an extra participant in a transaction, contract, or project through which funds are
passed in order to obtain the appearance of DBE participation. In determining
whether a DBE is such an extra participant, Metra must examine similar transactions,
particularly those in which DBEs do not participate.
3. If a DBE firm acting as a prime contractor and/or as a subcontractor under this
Contract does not perform or exercise responsibility for at least thirty percent (30%)
of the total cost of its contract with its own work force, or the DBE subcontracts a
greater portion of the work of a contract than would be expected on the basis of
normal industry practice for the type of work involved, Metra must presume that it is
not performing a commercially useful function.
4. Metra uses the following factors in determining whether a DBE trucking company is
performing a commercially useful function:
a. The DBE must be responsible for the management and supervision of the entire
trucking operation for which it is responsible on a particular contract, and there
cannot be a contrived arrangement for the purpose of meeting DBE goals;
b. The DBE must itself own and operate at least one fully licensed, insured, and
operational truck used on the contract;
c. The DBE receives credit for the total value of the transportation services it
provides on the contract using trucks it owns, insures, and operates using drivers it
employs;
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Exhibit 1-L
d. The DBE may lease trucks from another DBE firm, including an owner-operator
who is certified as a DBE. The DBE who leases trucks from another DBE
receives credit for the total value of the transportation services the lessee DBE
provides on the contract;
e. The DBE may also lease trucks from a non-DBE firm, including from an owneroperator. The DBE who leases trucks from a non-DBE is entitled to credit for the
total value of transportation services provided by non-DBE lessees not to exceed
the value of transportation services provided by DBE-owned trucks on the contract.
Additional participation by non-DBE lessees receives credit only for the fee or
commission it receives as a result of the lease arrangement.
Example to paragraph (d)(5): DBE Firm X uses two of its own trucks on a contract. It
leases two trucks from DBE Firm Y and six trucks from non-DBE Firm Z. DBE credit
would be awarded for the total value of transportation services provided by Firm X and
Firm Y, and may also be awarded for the total value of transportation services provided
by four of the six trucks provided by Firm Z. In all, full credit would be allowed for the
participation of eight trucks. With respect to the other two trucks provided by Firm Z,
DBE credit could be awarded only for the fees or commissions pertaining to those
trucks Firm X receives as a result of the lease with Firm Z.
f. The DBE may lease trucks without drivers from a non-DBE truck leasing
company. If the DBE leases trucks from a non-DBE truck leasing company
and uses its own employees as drivers, it is entitled to credit for the total value of
these hauling services.
Example to paragraph (d)(6): DBE Firm X uses two of its own trucks on a contract. It
leases two additional trucks from non-DBE Firm Z. Firm X uses its own employees to
drive the trucks leased from Firm Z. DBE credit would be awarded for the total value
of the transportation services provided by all four trucks.
g. For purposes of this subparagraph (d), a lease must indicate that the DBE has
exclusive use of and control over the truck. This does not preclude the leased truck
from working for others during the term of the lease with the consent of the DBE,
so long as the lease gives the DBE absolute priority for use of the leased truck.
Leased trucks must display the name and identification number of the DBE; and
h. If DBE credit is to be counted for this contract, the contractor must submit to
Metra’s Director a Monthly DBE Trucking Report (see attached pgs. 12 & 13) of
trucks used on the project that are owned and/or leased by the DBE participants
as described above.
5. If a DBE is presumed not to be performing a commercially useful function as provided
in these requirements, the DBE may present evidence to rebut this presumption. Metra
may determine that the firm is performing a commercially useful function given the
type of work involved and normal industry practices.
6. Metra’s decisions on commercially useful function matters are subject to review by
the Federal Transit Administration, but are not administratively appealable to United
States Department of Transportation.
7. Metra counts expenditures with DBEs for materials or supplies toward DBE goals
as provided in the following:
a. If the materials or supplies are obtained from a DBE manufacturer, Metra counts
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Exhibit 1-L
one hundred percent (100%) of the cost of the materials or supplies toward DBE
goals.
b. For purposes of these requirements, a manufacturer is a firm that operates or
maintains a factory or establishment that produces, on the premises, the
materials, supplies, articles, or equipment required under the contract and of
the general character described by the specifications.
c. If materials or supplies are purchased from a DBE regular dealer, Metra counts
sixty percent (60%) of the cost of the materials or supplies toward DBE goals.
d. For purposes of these requirements, a regular dealer is a firm that owns,
operates, or maintains a store, warehouse, or other establishment in which the
materials, supplies, articles or equipment of the general character described
by the specifications and required under the contract are bought, kept in
stock, and regularly sold or leased to the public in the usual course of business.
(1) To be a regular dealer, the firm must be an established, regular business that
engages, as its principal business and under its own name, in the purchase and
sale or lease of the products in question.
(2) A person may be a regular dealer in such bulk items as petroleum products,
steel, cement, gravel, stone, or asphalt without owning, operating, or
maintaining a place of business as provided in this paragraph if the persons
both owns and operates distribution equipment for the products. Any
supplementing of regular dealers’ own distribution equipment shall be by a
long-term lease agreement and not on an ad hoc or contract-by-contract basis.
(3) Packagers, brokers, manufacturers’ representatives, or other persons who
arrange or expedite transactions are not regular dealers within the meaning of
this paragraph.
(4) With respect to materials or supplies purchased from a DBE which is neither a
manufacturer nor a regular dealer, Metra counts the entire amount of fees or
commissions charged for assistance in the procurement of the materials and
supplies, or fees or transportation charges for the delivery of materials or
supplies required on a job site, toward DBE goals, provided Metra determines
the fees to be reasonable and not excessive as compared with fees customarily
allowed for similar service. Metra will not count any portion of the cost of
the materials and supplies themselves toward DBE goals, however.
8. Metra will not count toward its overall goal the dollar value of work performed under a
contract by a firm after it has ceased to be certified.
9. Metra will not count the participation of a DBE subcontractor toward the prime
contractor’s DBE achievements or Metra’s overall goal until the amount being counted
toward the goal has been paid to the DBE.
IV. CONTRACT PERFORMANCE
A. Upon award of a Metra contract, a Contractor’s DBE commitment is monitored,
evaluated and measured against the entire awarded contract value, including alternates,
allowance work, amendments change orders, and options.
The Contractor is required to notify Metra’s Director immediately to address a revised
“Commitment to DBE Participation” in a situation where the DBE’s work scope has
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Office of Diversity & Business Enterprise
Exhibit 1-L
changed as a result of actions taken by Metra.
B. Subcontracts (Prior to Notice to Proceed)
1. A Metra Notice to Proceed will not be issued to the prime Contractor until signed DBE
Subcontracts are provided to the Metra’s Director. Within thirty (30) calendar days
after the Notice of Award of the contract, the Prime Contractor must provide copies of
signed contracts between the prime Contractor and the DBEs to Metra’s Director.
C. Contract Invoices/Payments
The Contractor must submit to Metra’s Director of the Office of Diversity &
Business Enterprise:
1. A copy of contract invoices, including support documentation, at the same time the
originals are submitted to Metra’s Accounts Payable; and concurrently
2. Copies proof of subcontractor/supplier payment(s) in the form of canceled checks
(both sides) or other proof of payment.
D. Prompt Payment
The Contractor agrees to pay each subcontractor for satisfactory performance of its
subcontract no later than fifteen (15) calendar days from the receipt of such payment that
the Contractor receives from Metra. The Contractor agrees further to return funds it has
retained to each subcontractor within fifteen (15) calendar days after the subcontractor’s
work is satisfactorily completed.
The Contractor agrees to complete the prompt payment log, included in the payment
application form (or provided by Metra’s DBE Director), documenting dates and amounts
of payments made to subcontractors.
Any failure to comply with this Section will be in material breach of this Contract, and
Metra reserves all its rights in law and equity for such breach. In addition, such breach will
be taken into consideration for the Contractor’s responsibility status for future contracts
with Metra. This clause applies to both DBE and non-DBE prime contractors and
subcontractors.
E. DBE Participation
Metra’s office of the Director may make on-site visits from time to time during the
course of this Contract to ensure compliance with the requirements set forth herein, and
may require verification of any commitment represented to us in connection with the
Contractor’s use of DBE businesses in the performance of this Contract.
Further, if problems should arise with respect to the Contractor’s subcontract with
any DBEs, please contact Metra’s Director immediately so that Metra may be
apprised and lend whatever assistance Metra can in solving the problem.
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Exhibit 1-L
F. Substitution of DBE Firms
The Contractor must obtain prior written approval from Metra in order to substitute any
DBE, which Metra has approved for participation in this Contract.
The Contractor cannot terminate for convenience any DBE listed on Schedule A (or an
approved substitute DBE firm), and then perform the work of the terminated subcontract
with its own forces or those of an affiliate or substitute firm, without Metra’s prior written
consent.
The Contractor is required to notify Metra’s Director immediately and provide reasonable
documentation of any DBE’s inability or unwillingness to perform its subcontract.
Before transmitting to Metra a request to terminate and/or substitute any DBE, the
Contractor must give notice in writing to the DBE, with a copy to Metra, of its intent to
request to terminate and/or substitute, and the reason for the request.
The Contractor must give the DBE five days to respond to the Contractor's notice
and advise Metra and the contractor of the reasons, if any, why it objects to the proposed
termination of its subcontract and why you should not approve the Contractor's action.
The Contractor is required to make good faith efforts to replace any DBE that is
terminated, or whose work scope has changed, or has otherwise failed to complete its
work on this Contract with another certified DBE, to the extent needed to meet the
Contract goal.
The Contractor must provide a copy of the new subcontract with the substitute DBE, or
documentation of good faith efforts to substitute the initial DBE with another DBE.
The Contractor is required to notify Metra’s Director immediately to address a revised
“Commitment to DBE Participation” in a situation where the DBE’s work scope has
changed as a result of actions taken by Metra.
G. Records
A record of all activities to demonstrate good faith efforts must be kept by the Contractor
and made available to Metra upon request.
H. Contract Assurance
The Contractor makes the following assurance and agrees to include the assurance in
each subcontract that the Contractor signs with a subcontractor:
The Contractor or subcontractor shall not discriminate on the basis of race,
color, national origin, or sex in the performance of this Contract. The
Contractor shall carry out applicable requirements of 49 CFR Part 26 in the
award and administration of federally assisted contracts. Failure by the
Contractor to carry out these requirements is a material breach of this
Contract, which may result in the termination of this Contract or other
such remedy, as Metra deems appropriate, which may include, but is not
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Office of Diversity & Business Enterprise
Exhibit 1-L
limited to:
1.
2.
3.
4.
Withholding monthly progress payments;
Assessing sanctions;
Liquidated damages; and/or
Disqualifying the contractor from future bidding as nonresponsible.
I. Breach of Contract
Failure to abide by any of the DBE participation requirements in this Contract or any
requirements set forth in 49 CFR Part 26 shall constitute a breach of this Contract, and
upon such breach, Metra may terminate this Contract and/or exercise other sanctions,
penalties, or remedies as allowed by law or equity and as Metra deems appropriate.
V.
REFERENCES
All references to Metra’s Director mean:
Shanta Williams, Director
Metra Office of Diversity & Business Enterprise
547 West Jackson Boulevard
Chicago, Illinois 60661
Page 8 of 13
Office of Diversity & Business Enterprise
SCHEDULE A
BIDDER/PROPOSER/CONTRACTOR COMMITMENT TO DBE SUBCONTRACT PARTICIPATION
NAME OF BIDDER/PROPOSER OR
METRA IFB/RFP/CONTRACT (TASK) NO.:
CONTRACTOR:
NAME OF PROJECT:
NOTE:

Bidder/Proposer/Contractor Must COMPLETE, SIGN AND RETURN THIS FORM along with Completed, Signed Schedule C(s) from Each listed DBE.

If the BIDDER/PROPOSER/CONTRACTOR is itself a DBE, the DBE BIDDER/PROPOSER/CONTRACTOR must indicate the scope of work it will perform with its own
forces (independent of the work of any subcontractor) and the dollar amount of that work.
Any DBE listed on this Schedule A must be certified by the IL UCP at the time of Bid/Proposal submittal.

NAME AND ADDRESS OF DBE FIRM
DBE SCOPE OF WORK (TO BE PERFORMED FOR THIS PROJECT)* AND
NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) CODE
AGREED AMOUNT
$
$
$
$
*If space is not sufficient provide detail on attached page.
TOTAL DBE COMMITMENT $
For bid/proposal responsiveness purposes only, DBE credit for Total DBE Commitment is measured solely against the base bid, initial proposal, bid total, or grand
total, not on allowance, alternative bid amounts or master purchase agreement total dollar limitation. However, in the event Metra awards a contract, Metra expects
any DBE listed on the Schedule A to perform the same or similar subcontractor work under the allowance. If the award includes an alternate, Metra expects any DBE
listed on the Schedule A to perform the same or similar subcontractor work contained in the alternate. If the award is a negotiated amount, Metra expects any DBE
listed on the Schedule A to perform the same or similar subcontractor work contained in the initial bid or proposal. In addition, Metra expects any DBE listed on the
Schedule A to perform the same or similar subcontractor work authorized under the allowance or under release by a master purchase agreement as necessary to
meet the established contract DBE goal.
Bidder/Proposer/Contractor cannot substitute any DBE without prior approval of the Director. Bidder/Proposer/Contractor cannot terminate for convenience any
DBE listed and then perform the work with its own forces without prior approval of the Director.
I hereby certify that arrangements have been made for the foregoing work with the listed DBE subcontractor(s). I further 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.
Printed Name and Title of Bidder/Proposer/Contractor Authorized Signee
Signature of Bidder/Proposer/Contractor Authorized Signee
Page 9 of 13
Exhibit 1-L
Office of Diversity & Business Enterprise
Date
SCHEDULE C
CONFIRMATION OF DBE COMMITMENT
NAME OF BIDDER/PROPOSER OR
METRA IFB/RFP/CONTRACT (TASK) NO.:
CONTRACTOR:
NAME OF PROJECT:
NOTE:

Bidder/Proposer/Contractor Must SUBMIT THIS FORM from each listed DBE at the time of Bid/Proposal is due along with a Completed, Signed Schedule A.

If the BIDDER/PROPOSER/CONTRACTOR is itself a DBE, the DBE BIDDER/PROPOSER/CONTRACTOR must indicate the scope of work it will perform with its own
forces (independent of the work of any subcontractor) and the dollar amount of that work.

Any DBE listed on Schedule A and/or D must be certified by the IL UCP at the time of Bid/Proposal submittal.
NAME OF DBE FIRM:
ADDRESS OF DBE FIRM:
hereby certifies that it is participating in the referenced Metra project in the agreed amount of $
and as shown on Schedule A of
performing
’s bid/proposal/contract.
Name of Prime Bidder/Proposer/Contractor
PLEASE COMPLETE THE FOLLOWING (Trucking Firms Complete Both Columns):
TRUCKING FIRMS ONLY
The above DBE work will be further subcontracted:
Check One
Yes
The above DBE work will be supplemented with leased trucks:
Check One
Yes
No
No
If Yes, indicate the % of the Schedule A and C Agreed Amount that is to be further
subcontracted to a DBE and/or Non-DBE firm. Provide additional Schedule C(s) if further
subcontracted to a DBE.
If Yes, indicate the % of the Schedule A and C Agreed Amount that will be expended for the
lease of another DBE and/or Non-DBE firm's trucks. Provide additional Schedule C(s) if
leased from a DBE.
______ % of DBE’s work will be further subcontracted to another DBE.
______ % of DBE’s work will be further subcontracted to another DBE.
______ % of DBE’s work will be further subcontracted to a Non-DBE.
______ % of DBE’s work will be further subcontracted to another DBE.
If No, enter “0%” on both lines below.
If No, enter “0%” on both lines below.
______ % of DBE’s work will be further subcontracted to another DBE.
______ % of DBE’s work will be supplemented with leased trucks from another DBE.
______ % of DBE’s work will be further subcontracted to a Non-DBE.
______ % of DBE’s work will be supplemented with leased trucks from a Non-DBE.
I further 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.
Printed Name and Title of DBE Firm Authorized Signee
Signature of DBE Firm Authorized Signee
Page 10 of 13
Exhibit 1-L
Date
Office of Diversity & Business Enterprise
SCHEDULE D
COMMITMENT TO DBE JOINT VENTURE
NAME OF BIDDER/PROPOSER OR
METRA IFB/RFP/CONTRACT (TASK) NO.:
CONTRACTOR:
NAME OF PROJECT:
NOTE:



A FORMAL JOINT VENTURE AGREEMENT MUST BE SUBMITTED FOR APPROVAL AT THE TIME BID/PROPOSAL IS DUE, ALONG WITH SCHEDULES D AND C.
When a DBE performs as a participant in a joint venture, Metra counts a portion of the total dollar value of the contract equal to the distinct, clearly defined portion of
the work of the contract that the DBE performs with its own forces toward the DBE goal.
Any DBE listed on Schedule D must be certified by the IL UCP at the time of Bid/Proposal submittal.
NAME AND ADDRESS OF DBE FIRM
DBE SCOPE OF WORK (TO BE PERFORMED FOR THIS PROJECT)*
AND NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) CODE
AGREED AMOUNT
$
$
$
$
*If space is not sufficient provide detail on attached page.
TOTAL DBE COMMITMENT $
For bid/proposal responsiveness purposes only, DBE credit for Total DBE Commitment is measured solely against the base bid, initial proposal, bid total or grand
total, not on allowance, alternative bid amounts or master purchase agreement total dollar limitation. However, in the event Metra awards a contract, Metra expects
any DBE listed on the Schedule A to perform the same or similar subcontractor work under the allowance. If the award includes an alternate, Metra expects any DBE
listed on the Schedule A to perform the same or similar subcontractor work contained in the alternate. If the award is a negotiated amount, Metra expects any DBE
listed on the Schedule A to perform the same or similar subcontractor work contained in the initial bid or proposal. In addition, Metra expects any DBE listed on the
Schedule A to perform the same or similar subcontractor work authorized under the allowance or under release by a master purchase agreement as necessary to
meet the established contract DBE goal.
Bidder/Proposer/Contractor cannot substitute any DBE without prior approval of the Director. Bidder/Proposer/Contractor cannot terminate for convenience any
DBE listed and then perform the work with its own forces without prior approval of the Director.
I hereby certify that arrangements have been made for the foregoing work with the listed DBE subcontractor(s). I further 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.
Printed Name and Title of Joint Venture Authorized Signee
Signature of Joint Venture Authorized Signee
Date
Printed Name and Title of Joint Venture Authorized Signee
Signature of Joint Venture Authorized Signee
Date
Page 11 of 13
Exhibit 1-L
Office of Diversity & Business Enterprise
Monthly DBE Trucking Report
Month:
Year:
Contractor Information:
Name:
Address:
City:
State:
Please provide the following information:
Name of Trucking
Company
DBE
(Y/N)
Owner /
Operator
(Y/N)
Date:
Contract Information:
Metra Contract No:
Project Name:
Location:
Zip Code:
License Plate #
on Truck
Name on Truck
and Truck
Number
Date(s) of
Trucking
Activities
Total Amount Paid:
Commission or
Paid Amount
$
-
$
-
$
-
$
-
$
-
Date Paid
Lease Agreement*
(if applicable)**
Lease Agreement ☐
With Non-DBE ☐
With DBE ☐
Lease Agreement ☐
With Non-DBE ☐
With DBE ☐
Lease Agreement ☐
With Non-DBE ☐
With DBE ☐
Lease Agreement ☐
With Non-DBE ☐
With DBE ☐
*Upon request all Lease Agreements should be made available, in accordance with 49 CFR 26.55(d)(7).
**A lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the leased truck from working for others during
the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display
the name and identification number of the DBE (49 CFR 26.55(d)(7)).
Prime Contractor Signature (Required)
Page 12 of 13
Exhibit 1-L
Office of Diversity & Business Enterprise
Comments:
Monthly DBE Trucking Report
Monthly DBE Trucking Report Instructions:
The Contractor must submit the form on a monthly basis to Metra's Office of Diversity & Business Enterprise. The report must show the trucking activity performed for the month and
include the total dollar amount paid to the DBE trucking company(s). All columns are required, additional sheets can be utilized.
DBE Trucking Regulations:
The Contractor receives DBE credit for trucking based on the following factors (see 49 CFR 26.55(d)(1-7)):
1) 100% for the trucking services provided by the DBE using trucks it owns, insures, and operates using drivers it employs.
2) 100% for the trucking services provided by the trucks leased from other DBE firms.
3) The DBE that leases trucks equipped with drivers from a non-DBE is entitled to credit for the total value of transportation services provided by non-DBE leased trucks equipped
with drivers not to exceed the value of transportation services on the contract provided by DBE-owned trucks or leased trucks with DBE employee drivers (49 CFR 26.55(d)(5)).
Additional participation by non-DBE owned trucks equipped with drivers receives credit only for the fee or commission it receives as a result of the lease arrangement (49 CFR
26.55(d)(5)).
Page 13 of 13
Exhibit 1-L
Office of Diversity & Business Enterprise
EXHIBIT 1-M
CONTRACT SIGNATURE PAGE
IFB No. 78783
“PA PARTS”
Addendum Acknowledgment: The bidder hereby acknowledges receipt of the following Addenda that
are incorporated herein by reference (If there were No Addenda, write “NONE” below). Failure to
acknowledge all Addenda may be cause for the bid to be considered non-responsive.
Addendum Numbers: ____________________
Enter Total Bid Amount: ___________________
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the dates recited below:
CONTRACTOR
Northeast Illinois Regional Commuter Railroad
Railroad Corporation D/B/A Metra
Company Name
Signature
Street Address
Printed/Typed Name
City, State & Zip Code
Title
Authorized Signature
Date
Printed/Typed Name
Title
To be completed by Metra upon contract execution:
Date
CONTRACT NO: ____________________________
Telephone Number
TOTAL CONTRACT VALUE: __________________
____________________________________________
CONTRACT DURATION: _____________________
E-mail Address
START DATE: _____________________________
EXPIRATION DATE: ________________________
PA – Contract Signature Page
1
EXHIBIT 1-N
CONTRACT ESCALATION LANGUAGE
Metra encourages Bidders to quote prices that are firm for the contract period. If the bidder cannot offer
firm prices, then the bidder may quote an escalated percentage for the second, third, fourth and/or fifth
twelve (12) months of the contract. This escalation will be considered during bid analysis. This escalation
must be substantiated by a notice of increase and Metra reserves the right to require supporting
documentation satisfactory to Metra which justifies any and all price increases.
Escalation, if quoted is not automatically applied in the second, third, fourth and/or fifth twelve (12)
month period of the contract. The Contractor shall provide a written request for said price escalation with
appropriate supporting documentation (manufacturer’s price list substantiating the price increase) to
justify said request. Price escalation will not be applied until the request and acceptable documentation
is furnished and approved by Metra.
NOTE: Prices quoted shall be firm for the contract duration unless escalation is stated below. Escalation
shall be allowed for the second, third, fourth and/or the fifth year of the contract only. If the bidder fails
to indicate an escalated percentage below, the bidder’s pricing will remain firm for the duration of the
contract.
Escalated prices with _______% maximum ceiling on escalation, for the second twelve (12) months of the
contract (any request for an increase shall be submitted to Metra thirty (30) days prior to increase with a
justification for an increase).
Escalated prices with _______% maximum ceiling on escalation, for the third twelve (12) months of the
contract (any request for an increase shall be submitted to Metra thirty (30) days prior to increase with a
justification for an increase).
IF APPLICABLE, FOURTH AND FIFTH YEAR ESCALATION
Escalated prices with _______% maximum ceiling on escalation, for the fourth twelve (12) months of the
contract (any request for an increase shall be submitted to Metra thirty (30) days prior to increase with a
justification for an increase).
Escalated prices with _______% maximum ceiling on escalation, for the fifth twelve (12) months of the
contract (any request for an increase shall be submitted to Metra thirty (30) days prior to increase with a
justification for an increase).
1
Exhibit 1-O
Capital Rehab Project
Price list for PA Parts
Bidders shall quote prices for each of the following items
Line Item
Project
Part No
1
M237
Description
Conductors Control Unit
180 Car Sets
Estimated
Quantity
Unit Price
Page 1 of 2
Extension
180
Carbon Equivalene microphone; Line: Both PA and Intercom use:
16 GA cold rolled steel, semigloss black, poyurethane enamel
liquid medium textured; +17 dBm minimum; up to 50 joules with
2,500 volt peaks on power input; 74 VDC nominal: Dimensions:
9.56" W x 10.05" H x 4.80" D Linovation/BBA 2626/ 99-000-410
"Or Approved Equal"
2
M238
Power Amplifier
74 VDC, PA 5, PA 6, 16GA cold rolled steel semigloss black;
Dimensions: 10" W x 5" H x 12.75" D Linovation/BBA 2621/ 99000-408
"Or Approved Equal"
180
3
M239
AAR Rack Model 409
16GA cold rolled steel; semigloss blacksynthetic enamel coating;
knockouts proved on three sides of the rack for the entry and exit
from the AAR rack sidesDimensions: 10.313" W x 2.938" H x
17.500" D Linovation/BBA 2624/ 99-000-409
"Or Approved Equal"
180
4
M241
Model 485 Passenger Emergency Intercom Unit
Face Plate: Type 304 stainless steel 16GA; Faceplate Finish: 4
polished; Backbox : 18GA gold rolled steel; Backbox Finish:
semigloss black polyurethane enamel liquid medium textured.
49 CFR 238.121 Regulations shall interface to the existing PA
system; EPIU has one button; Press To Call: wire harness shall
be included; 3 status LEDs should be present; 1 "Busy, 2 "Call
Placed", 3 "Call Active"; Built in speaker; 74VDC Dimensions:
9.25" W x 7.75" H x 2.75" D Linovation/BBA Model 485
"Or Approved Equal"
360
5
M393
Location ID Module
16GA cold rolled steel, with epoxy powder coat; each module ID
has unique preprogrammed rail car number and car end
designation; 4 point terminal board interface installed onto ID
module; ID module label affixed with rail car number and car end
designation. Dimensions: 3.25"L x 3.13" H x .7" D Linovation/BBA
99-000-447
"Or Approved Equal"
100
6
M395
Kit Of Mating Connectors For Car Wring Interface
Connector:1. Specification: Amphenol Plug MIL-DTL-26482, Shell
Size: 18, Shell Style: In-line, Contact Gender: Socket (Female),
Number of Positions: 11, Insert Arrangement: 18-11, Mounting
Style: Wire, Termination Style: Crimp, Mating Style: Bayonet,
Mounting Angle: Straight, Shell Material: Aluminum 2. Socket:
Specification: MIL-C-39029, Contact Size: 11#16, Termination
Style: Crimp, Wire Gauge: 16-20AWG (For Items 4-5)
Linovation/BBA 23-010-024
"Or Approved Equal"
180
Grand Total $
***
Enter Delivery:___________ Days (ARO)
After Receipt of Order
Page 1 of 2
**Prior to the award of a contract, the successful bidder will provide a delivery
schedule for Metra's approval which should not exceed 60 calendar days (ARO)
After Receipt of Order.
Note:
1. Award by Low Lot.
2. All packages to be labeled with Purchase Order #.
3. All line item packages to be labled with corresponding Project Part #, e.g. MXXX
4. Metra will accept partial deliveries.
5. Lead time for first set of material not to exceed 60 days ARO
6. Wherever a brand name is specified, it is implied to include "Or Approved Equal".
7. Quantities shown are estimates only and are not a commitment to purchase.
Page 2 of 2
EXHIBIT 1-P
U.S DEPARTMENT OF TRANSPORATION
FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS
CONTRACT CLAUSES
If applicable, FTA Circular 4220.1F Contract Clauses will apply to any purchase order/contract
resulting from this Invitation for Bid or Request for Proposal. See the attached listing of the
Applicability of Third Party Clauses for the respective type of procurement. For further information,
visit the FTA website: http://www.fta.dot.gov
Page 1 of 15
APPLICABILITY OF FTA THIRD PARTY CONTRACT PROVISIONS
(Excluding micro-purchases, except Davis-Bacon requirements apply to contracts exceeding $2,000)
TYPE OF PROCUREMENT
Professional
Services/A&E
Operations/
Management
Rolling Stock
Purchase
Construction
Materials &
Supplies
All
All
All
All
All
All
All
All
All
All
Access to Third Party Contract
Records
All
All
All
All
All
Changes to Federal Requirements
All
All
All
All
All
>$10,000 if
49 CFR Part 18
applies.
>$10,000 if
49 CFR Part 18
applies.
>$10,000 if
49 CFR Part 18
applies.
>$10,000 if
49 CFR Part 18
applies.
>$10,000 if
49 CFR Part
18 applies.
All
All
All>$10,000
All
All
PROVISION
No Federal Government
Obligations to Third Parties
(by Use of a Disclaimer)
False Statements or Claims
Civil and Criminal Fraud
Termination
Civil Rights (Title VI, ADA, EEO
except Special DOL EEO clause
for construction projects)
Special DOL EEO clause for
construction projects
>$10,000
Disadvantaged Business
Enterprises (DBEs)
All
All
All
All
All
Incorporation of FTA Terms
All
All
All
All
All
Debarment and Suspension
>$25,000
>$25,000
>$25,000
>$25,000
>$25,000
>$100,000
>$100,000 As
of Feb. 2011, FTA
has not adopted
the FAR 2.101
$150,000 standard.
>$100,000
Buy America
As of Feb. 2011,
FTA has not
adopted the FAR
2.101 $150,000
standard.
As of Feb.
2011, FTA has
not adopted
the FAR 2.101
$150,000
standard.
Resolution of Disputes, Breaches,
or Other Litigation
>$100,000
>$100,000
>$100,000
>$100,000
>$100,000
Lobbying
>$100,000
>$100,000
>$100,000
>$100,000
>$100,000
Clean Air
>$100,000
>$100,000
>$100,000
>$100,000
>$100,000
Clean Water
>$100,000
>$100,000
>$100,000
>$100,000
>$100,000
Transport by
ocean vessel.
Transport by
ocean vessel.
Transport
by ocean
vessel.
Foreign air
transp./travel
Foreign air
transp./travel
Foreign air
transp./travel
Cargo Preference
Fly America
Page 2 of 15
Foreign air
transp./travel
Foreign air
transp./travel
APPLICABILITY OF FTA THIRD PARTY CONTRACT PROVISIONS (Continued)
(Excluding micro-purchases, except Davis-Bacon requirements apply to construction contracts exceeding $2,000)
TYPE OF PROCUREMENT
PROVISION
Professional
Services/A&E
Operations/
Management
Rolling
Stock
Purchase
Davis-Bacon Act
Construction
Materials &
Supplies
>$2,000 (also
ferries).
Contract Work Hours and
Safety Standards Act
>$100,000
>$100,000
(transportation
>$100,000
(also ferries).
services
excepted).
Copeland Anti-Kickback Act
Section 1
All
Section 2
> $2,000
(also ferries).
Bonding
$100,000
Seismic Safety
New
buildings &
additions.
A&E for new
buildings &
additions.
Transit Employee Protective
Arrangements
Transit
operations.
Charter Service Operations
All
School Bus Operations
All
Drug Use and Testing
Transit
operations.
Alcohol Misuse and Testing
Transit
operations.
Patent Rights
R&D
Rights in Data and
Copyrights
R&D
Energy Conservation
All
Recycled Products
Conformance with ITS
National Architecture
ADA Access
Notification of Federal
Participation for States
Page 3 of 15
All
All
EPA-selected
items $10,000
or more
annually.
All
All
EPA-selected
items $10,000
or more
annually.
EPA-selected
items $10,000
or more
annually.
ITS projects.
ITS projects.
ITS projects.
ITS projects.
ITS projects.
A&E
All
All
All
All
Limited to
States.
Limited to
States.
Limited to
States.
Limited to
States.
Limited to
States.
THIRD PARTY CONTRACTING GUIDANCE
APPLICABILITY
No Government Obligations to Third Parties.
A. Contractor acknowledges - and agrees - that, notwithstanding any concurrence by the federal
government in or approval of the-solicitation- or award of the underlying contract, absent the express
written consent by the federal government, the federal government is not a party to this Contract and
shall not be subject to any obligations or liabilities to the Customer, Contractor, or any other party
(whether or not a party to that Contract) pertaining to any matter resulting from the underlying Contract.
B. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with
federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to
identify the subcontractor who will be subject to its provisions.
False or Fraudulent Statements or Claims
The Contractor recognized that the requirements of the Program Fraud Civil Remedies Act of 1986, as
amended, 49 U.S.C. part 3801 et seq and US DOT regulation 49 C.F.R Part 31 apply to its action
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 deems appropriate.
Environmental Requirements
The Contractor recognizes that many federal and state laws imposing environmental and resource
conservation requirements may apply to the project. 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 U.S.C. § 4321
et seq; the Clean Air Act, as amended., 42 U.S.C. § 7401 et seq; 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 seq. 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 regulation 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 that is applicable to this project. 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.
Page 4 of 15
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 seq 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 seq; 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 seq.
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 Project 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
1. The Contractor agrees to comply with all standards, order, 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 any of these requirements to the FTA, Metra, and to the
appropriate U.S. EPA Regional Office.
Page 5 of 15
Audit
Contractor shall permit the authorized representatives of either Metra, RTA, IDOT, U.S. Department of
Transportation and the Comptroller General of the United States to inspect and audit all data and
records of Contractor relating to its performance under the Contract.
Disadvantage Business Enterprise ("DBE").
A. 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 subcontracting
activities and shall cooperate with Metra in its program for the participation of disadvantaged
enterprises in Meta procurements.
B. U.S. Department of Transportation Regulations. Each Contractor shall agree to abide by the statements
in subparagraphs (1) and (2) below:
Policy: It is the policy of the Department of Transportation that disadvantaged business enterprises as
defined in 49 CFR Part 26 shall have the maximum opportunity to participate in the performance of
Contracts financed in whole or in part with federal funds under this Contract. Consequently, the DBE
requirements of 49 CFR Part 26 applies to this Contract.
DBE Obligation: The Contractor agrees to ensure that disadvantaged business enterprises as defined
in 49 CFR Part 26 have the maximum opportunity to participate in the performance of Contracts and
subcontracts finances in whole or in part with federal funds provided under this Contract. In this regard
all Contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to
ensure that disadvantaged business enterprises have the maximum opportunity to compete for and
perform Contracts. Contractors shall not discriminate on the basis of race, religion, color, sex, national
origin, age, or disability in the award and performance of DOT- assigned Contracts.
Employment
A. 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, sex, national origin, age or disability. Such action shall
include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment,
recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection
for training, including apprenticeship.
B. FTA Regulations. Contractor for itself, its assignees and successors in interests, agrees that it will
comply with the following regulation:
1. Compliance with Regulations. 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 incorporated herein by
reference and made a part of this Contract.
Page 6 of 15
2. Nondiscrimination. Contractor, with regard to the work performed by it during this Contract,
shall not discriminate on the grounds of race, religion, color, sex, national origin, a age or
disability in the selection and retention subcontractors, including procurements of materials and
leases 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.
3. Solicitations for Subcontracts (including Procurements 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 procurements of materials or leases 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, religion, color, sex, national origin, age or disability.
4. 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
reuses to furnish said information, Contractor shall so certify to Metra or FTA, as appropriate,
and shall set forth what efforts it has made to obtain said information.
5. Sanctions for Noncompliance. In the event Contractor's noncompliance 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:
a) Withholding of payments to Contractor under this Contract until Contractor complies, and/or
b) Cancellation, termination or suspension of this Contract, in whole or in part.
6. Incorporation of Provisions. Contractor shall include these paragraphs (1) through (6) of this
Section in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the regulations, or directives issued pursuant hereto. Contractor shall take
such action with respect to any subcontract or procurement as Metra or FTA may direct as a
means of enforcing such provisions including sanctions for 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 to protect the interest of Metra, and in addition, Contractor may request the
United States to enter into such litigation to protect the interests of the United States.
C. Equal Employment Opportunity - FEPC. Contractor shall comply with, and assure that each
subcontractor complies with the following regulations of the Illinois Human Rights Commission:
Page 7 of 15
1) In the event of the Contractor's noncompliance with any provision of this Equal Opportunity
Clause, the Illinois Human rights Act or the Illinois Human Rights Commission's Rules and
Regulations, the Contractor may be declared non-responsible 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 avoided in whole or in part, and such other
sanctions or penalties may be imposed or remedies invoked as provided by stature or
regulation. During the performance of this Contract, the Contractor agrees as follows:
a) That it will not discriminate against any employee or applicant for employment because of race,
religion, color, sex, national origin, age, disability, 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, underutilized and
will take appropriate affirmative action to rectify any such underutilization.
b) That, if it hires additional employees in order to perform this Contract or any portion hereof, it
will determine the availability (in accordance with the Commission's Rules and Regulations) of
minorities and women in the area(s) from which it may reasonably recruit and will hire for each
job classification for which employees are hired in such a way that minorities and women are
not underutilized.
c) That, in all solicitations or advertisements for employees placed by it or on its behalf, it will state
that all applicants will be afforded equal opportunity without discrimination because of race,
religion, color, sex, national origin, age, disability or ancestry, physical or mental handicap
unrelated to ability, or an unfavorable discharge from military service.
d) That it will send to each labor organization or representative of workers with which it has or is
bound by a collective bargaining or other agreement or understanding, a notice advising such
labor organization or representative of the Contractor's obligations under the Illinois Human
Rights Act and the Commission's Rules and Regulations. If any such labor organization or
representative fails or refuses to cooperate with the Contractor in its efforts to comply with such
Act and Rules and Regulations, the Contractor will promptly so notify the Illinois Human Rights
Commission and the contracting agency and will recruit employees from other sources when
necessary to fulfill its obligations thereunder.
e) That it will submit reports as required by the Illinois Human Rights Commission's Rules and
Regulations, furnish all relevant information as may from time to time be requested by the
Commission or the Contracting Agency, and in all respects comply with the Illinois Human
Rights Act and the Commission's Rules and Regulations.
f)
That it will permit access to all relevant books, records, accounts and work sites by personnel of
the contracting agency and the Illinois Human Rights Act and the Commission's Rules and
Regulations.
g) That will include verbatim or by reference the provisions of paragraphs (a) through (g) of this
clause in every performance subcontract as defined in Section 1.1 (17 (a) of the
Page 8 of 15
Commission’s Rules and Regulations so that such provisions of paragraphs (a), (e), (f) and (g)
in every supply subcontract as defined in Section 1.1 (17) (a) of the Commission's Rules and
Regulations so that such provisions will be binding upon every such subcontractor. In the same
manner as with other provisions of this Contract, the Contractor will be liable for compliance with
applicable provisions of this clause by all its subcontractors and further it Fill promptly notify the
contracting agency and the Illinois Human Rights Commission in the event any subcontractor
fails or refuses to comply therewith. in addition, no Contractor will utilize any subcontractor
declared by the Commission to be nonresponsible and therefore ineligible for Contracts or
subcontracts with the State of Illinois or any of its political subdivisions or municipal
corporations.
2. 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 (a) through (g) of said clause will be
binding upon subcontractors of every tier, provided, however, that only paragraphs (a), (e), (f)
and (g) need be included in every subcontract as defined in Section 1.1 (17) (a) of these Rules
and Regulations.
Copyright and Rights in Data.
To the extend applicable and purl-ant to Section 18 of the October 1, 2001 Master Agreement ("MA
(8)") entered into between Customer and the Federal Transit Administration, Vendor agrees to provide
to the federal government a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or
otherwise use, and to authorize others to use, for federal government purposes the "subject date" as
set forth in Master Agreement. As set forth in the Master Agreement, "for federal government
purposes," means use only for the direct purposes of the federal government. In addition, the federal
government may not provide or otherwise extend to other parties, without the copyright owner's
consent, the federal government's license to: (1) Any subject data developed under a grant agreement,
or under a third party contract or subagreement financed by a grant agreement or cooperative
agreement, whether or not a copyright has been obtained; and (2) Any rights of copyright to which
Metra or a third party contractor purchases ownership with federal assistance.
Energy Conservation.
The Contractor agrees to comply with the mandatory energy efficiency standards and policies within
applicable state energy conservation plans issued in compliance with the Energy Policy and
Conservation Act (42 U.S.C., Section 6321 et seq.).
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.
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
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patentable under the laws of the United Stated 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 transit 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.
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 1926.
Substance Abuse.
To the extent the Contractor, subcontractor, or any party contracted for work as a result of this Contract
performs a safety sensitive function, it agrees to comply with, and assures its 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 performs a safety
sensitive functions, it agrees to comply with, and assures its employees comply with the requirements
of 49 U.S.C. Part 5331, 49 C.F.R. Part 654 for Alcohol Abuse.
Preference for Recycled Products.
If specified by Metra in the IFB or RFP and to the extent practicable and economically feasible, Metra
agrees to accept by competitive preference, products and services that conserve natural resources,
protect the environment and that are energy efficient. Examples of such products may include, but are
not limited to products described in the U.S. Environmental Protection Agency guidelines at 40 C.F.R.
parts 247-253, which implement section 6002 of the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. §6962.
Employee Protections.
The Contractor agrees to comply with and assures compliance by its sub-contractors at any tier, with
applicable employee protection requirements for employees of section 102 of the Contract Work Hours
and Safety Standards Act, as amended, 40 U.S.C. §327 through 332, and implementing U.S. DOL
regulations, "Labor Standards Provisions Applicable Federally Financed and Assisted Contracts (also
Labor Standard Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work
Hours and Safety Standards Act)", 29 C.F.R. Part 5.
Termination.
Termination for cause and termination for convenience provisions must be included in contracts
exceeding $10,000.
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The Common Grant Rule for non-governmental recipients requires administrative, contractual, or legal
contract remedies in instances in which a contractor violates or breaches terms of a contact that
exceeds the small purchase threshold, which FTA recognizes as the simplified acquisition threshold.
See, Chapter II, Subsection 3.b. The Common Grant Rule for non-governmental recipients also
requires termination clauses for non-governmental recipients when procurements exceed the small
purchase threshold, which FTA recognizes as the simplified acquisition threshold. See, Chapter II.
Subsection 3.b. FTA strongly encourages care in developing appropriate performance remedies in all
third party contracts.
Debarment and Suspension. Debarment and suspension regulations and guidance include the following:
DOT Debarment and Suspension Regulations. Department of Transportation (DOT) regulations,
“Nonprocurement Suspension and Debarment," 2 CFR Part 1200 apply to each third party contract at
any tier of $25,000 or more, to each third party contract at any tier for a federally required audit
(irrespective of the contract amount), and to each third party contract at any tier that must be approved
by an FTA official irrespective of the contract amount. See, 2 CFR Part 1200. Thus, the recipient must
apply DOT's debarment and suspension requirements to itself and each third party contractor at every
tier to the extent required by DOT's regulations that incorporate the requirements of Office of
Management and Budget (OMB), "Guidelines to Agencies on Government wide Debarment and
Suspension (Nonprocurement), “2 CFR Part 180.
General Services Administration (GSA) Excluded Parties List System. Even though the recipient may
collect a debarment and suspension certification from the prospective third part)' contractor, or include
a clause in the third party contract requiring disclosure, FTA strongly recommends that the recipient
check the Excluded Parties List System (EPLS) maintained by the GSA and available at the Web site it
maintains: http://www.epls.gov/ before awarding a third party contract.
State Debarment and Suspension Lists. A. recipient may also treat any prospective contractor or
subcontractor listed on a centralized state government debarment and suspension list as
nonresponsible and ineligible for contract award.
Preference for U.S. Property - Buy America.
FTA's "Buy America" law and regulations apply to projects that involve the purchase of more than
$100,000 of iron, steel, manufactured goods, or rolling stock to be delivered to the recipient to be used in the
FTA assisted project. If FTA funds are used for the project, Buy America requirements apply to all procurement
contracts under the project irrespective of whether a recipient decides to fund a discrete part of the project
without FTA funds. Only if an activity is outside the FTA project and is financed entirely without funds to which
FTA's Buy America regulations would apply may the recipient disregard FTA's Buy America requirements.
Property that the contractor acquires to fabricate a deliverable for the recipient, such as tools, machinery, and
other equipment or facilities, is not subject to FTA's Buy America requirements unless the recipient intends to
take possession of that property upon completion of the project. Thus, if a third party contractor acquiring
property for its general inventory of equipment or facilities to conduct its overall business affairs, the recipient
may enter the cost of that acquisition into its calculations of overhead amounts applicable to the FTA assisted
project irrespective of whether the property acquired would comply with FTA's Buy America regulations. FTA's
Buy America statute does not pre-empt State laws with stricter requirements on the use of foreign articles,
materials, and supplies.
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FTA cautions that its Buy America regulations that apply to FTA assisted third party
procurements, published at 49 CFR Part 661, differ from Federal "Buy American Act"
regulations that apply to direct Federal procurements, published in the FAR at 48 CFR Chapter
1, Subparts 25.1 and 25.2. FTA strongly recommends that the recipient review FTA's Buy
America regulations before undertaking any FTA assisted procurement.
For any FTA assisted project having third party construction contracts exceeding $100,000, FTA's Buy
America law and regulations require the third party contractor to provide property produced or manufactured in
the United States for use in the construction project that the recipient acquires, unless FTA has granted a
waiver authorized by those regulations. If FTA funds are used for the project, Buy America requirements apply
to all third party procurement contracts under the project irrespective of whether a recipient decides to fund a
discrete part of the project without FTA funds. Only if an activity is outside the FTA project and is financed
entirely without funds to which FTA's Buy America regulations would apply may the recipient disregard FTA's
Buy America requirements. FTA cautions that its Buy America regulations are complex and different from the
Federal "Buy American Act" regulations in the Federal Acquisition Regulation(FAR) at 48 CFR Chapter 1,
Subchapter D, Part 25, Subparts 25.1 and 25.2.
Property that the contractor acquires to perform its construction activities for the recipient, such as
tools, machinery, and other equipment or facilities, is not covered by FTA's Buy America requirements
unless the recipient intends to take possession of that property upon completion of the project. Thus,
if a third party contractor is acquiring property for its
general inventory of equipment or facilities
to conduct its overall business affairs, the recipient may enter the cost of that
acquisition into its
calculations of overhead amounts applicable to the FTA assisted project irrespective of whether that
property would comply with FTA's Buy America regulations.
Disputes.
The Common Grant Rules charge the recipient with responsibility for evaluating and resolving third
party contract disputes. If the recipient intends to request FTA's permission to use Federal assistance
to support payments to a third party contractor to settle a dispute, or intends to request increased
Federal assistance for that purpose.
Claims and Litigation.
The Common Grant Rules charge the recipient with responsibility for evaluating and resolving third
party contract claims and litigation resulting from a contractor's violation, default, or breach of its third
party contracts with recipients of Federal assistance. The recipient is also responsible for resolving any
claims and litigation the contractor may present against it due to FTA's financial interest in the
settlement of third party contract claims and litigation, and concerns about matters with significant
policy consequences to the Federal Government.
Shipments of Property - U.S. Flag Requirements:
Shipments by Ocean Vessel.
The Common Grant Rules require third party contract provisions to ensure compliance with 46 U.S.C.
Section 55303 and Maritime Administration regulations, "Cargo Preference-U.S. Flag Vessels," 46 CFR
Part 381, implementing the codified Cargo Preference Act. With few exceptions, the regulations require
that U.S. Flag vessels be used to transport at least 50 percent of any federally assisted property.
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Shipments by Air Carrier.
Third party contracts involving shipments of federally assisted property by air carrier will require
provisions to ensure compliance with Section 5 of the International Air Transportation Fair Competitive
Practices Act of 1974, as amended ("Fly America" Act), 49 U.S.C. Section 40118, and GSA regulations,
"Use of United States Flag Air Carriers," 41 CFR Sections 301-10.131 through 301-10.143. The
regulations require shipment by U.S. flag air carriers unless such carriers are not reasonably available
within the standards of GSA's implementing regulations.
Project Travel - Use of U.S. Flag Air Carriers.
Third party contracts to acquire transportation by air carrier needed by people participating in a
federally assisted project require provisions to ensure compliance with Section 5 of the International Air
Transportation Fair Competitive Practices Act of 1974, as amended ("Fly America" Act), 49 U.S.C.
Section 40118, and GSA regulations, “Use of United States Flag Air Carriers," 41 CFR Sections 30110.131 through 301-10.143. The regulations require transportation by U.S. flag air carriers unless U.S.
flag air carriers are not reasonably available within the standards of the GSA's implementing
regulations.
Prevailing Wages.
Under 49 U.S.C. Section 5333(a), Davis-Bacon Act prevailing wage protections apply to laborers and
mechanics employed on FTA assisted construction, alteration, or repair projects. The Common Grant
Rules require third party contracts for construction, alteration, or repair at any contract tier exceeding
$2,000 to include provisions requiring compliance with the Davis-Bacon Act, 40 U.S.C. Sections 3141
et seq., and implementing DOL regulations "Labor Standards Provisions Applicable to Contracts
Governing Federally Financed and Assisted Construction," 29 CFR Part 5. The Davis-Bacon Act
requires that contractors pay wages to laborers and mechanics at a rate not less than the minimum
wages specified in the wage determination made by the Secretary of Labor. The Davis-Bacon Act also
requires contractors to pay wages not less than once a week. The recipient must include a copy of the
current prevailing wage determination issued by DOL in each contract solicitation and must condition
contract award upon the acceptance of that wage determination. These requirements are in addition to
the separate Wage and Hour Requirements addressed in paragraph 2.c(l) of this Chapter IV.
Anti-Kickback.
Section 1 of the Copeland "Anti-Kickback" Act, at 18 U.S.C. Section 874, prohibits anyone from
inducing, by any means, any person employed on construction, prosecution., completion, or repair of a
federally assisted building or work, to give up any part of his or her compensation to which he or she is
otherwise entitled. Section 2 of that Act, at 40 U.S.C. Section 3145, as amended, and implementing
DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in
Whole or in part by Loans or Grants from the United States," 29 CFR Part 3, impose record keeping
requirement on all third party contracts for construction, alteration, or repair exceeding $2,000. The
Common Grant Rules also require provisions for compliance with the Copeland "Anti-Kickback" Act, as
amended and implementing DOL regulations.
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Bonding.
The Common Grant Rules require bonds for all construction contracts exceeding the simplified
acquisition threshold (See, Chapter 11, Subsection 3.b) unless FTA determines that other
arrangements adequately protect the Federal interest.
Protections for Public Transportation Employees.
When the recipient acquires public transportation services from a third party contractor, the terms of the
recipient's DOL certification of public transportation employee protective arrangements will apply to
work under the contract provided by those employees covered by the certification. That certification is
required by 49 U.S.C. Section 5333(b) (often referred to as "13(c)") and implementing DOL guidelines,
"Section 5333(b), Federal Transit Law," 29 CFR Part 215. Consequently, the third party contractor must
comply with the terms of that DOL certification.
The Fair Labor Standards Act, 29 U.S.C. Sections 201 et seq., also applies to public transportation
employees performing work involving commerce.
Accessibility.
A third party contractor providing public transportation services must operate its services in compliance
with 42 U.S.C. Sections 12101 et seq.; DOT regulations, "Transportation Services for Individuals with
Disabilities (ADA)" using facilities and equipment that comply with 49 CFR Part 37; and Joint
ATBCB/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for
Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Private entities must comply with the
requirements of 49 CFR Part 37 applicable to public entities with which they contract to provide public
transportation services. The recipient should advise its third party contractors operating public
transportation services to review the requirements for public entities in this context.
Charter Service Restrictions.
A third party contractor performing services using FTA assisted facilities or equipment may not use
those facilities or that equipment to support any charter service operations except as permitted by 49
U.S.C. Section 5323(d) and FTA regulations, "Charter Service," 49 CFR Part 604.
School Bus Restrictions.
A third party contractor performing services using FTA assisted facilities or equipment may not use
those facilities or that equipment to support exclusive school bus operations except as permitted by 49
U.S.C. Sections 5323(f) or (g) and FTA regulations, "School Bus Operations," 49 CFR Part 605, to the
extent consistent with 49 U.S.C. Sections 5323(f) or (g).
Seismic Safety.
The recipient must include seismic safety provisions in its third party contracts for the construction of
new buildings or additions to existing buildings as required by 42 U.S.C. Sections 7701 et seq., and
DOT regulations, "Seismic Safety," 49 CFR Part 41 at Sections 41.117 and 41.120, implementing the
Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C. Sections 7701 et seq.
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Special Notification Requirements for States.
For many years, various Federal appropriations laws imposed notification requirements on all recipients
of Federal assistance awards exceeding $500,000. Currently, notification requirements have been
limited to States, but the $500,000 threshold has been removed. Therefore, each State must include
provisions in all its requests for proposals, solicitations, Federal assistance applications, forms,
notifications, press releases, or other publications involving FTA assistance, stating that FTA is or will
be providing Federal assistance for the project, the amount of Federal assistance FTA has provided or
expects to provide, and the Catalog of Federal Domestic Assistance (CFDA) Number of the program
that authorizes the Federal assistance. FTA interprets the statute to require that sub recipients,
lessees, or third party contractors of the State at any tier also comply with those notification
requirements. Because appropriations laws expire annually and these provisions have not been
enacted as permanent legislation or even appear consistently in the same appropriations acts, it is
necessary to review the various Federal appropriations acts for the applicable fiscal year to determine
the required level of notification. FTA's Master Agreement incorporates the notification requirements in
effect when that Master Agreement is issued.
Intelligent Transportation Systems.
Intelligent transportation system (TTS) property and services must comply with the National ITS
Architecture and Standards to the extent required by Section 5307(c) of SAFETEA-LU, FTA Notice,
"FTA National ITS Architecture Policy on Transit Projects," 66 FR 1455 et seq., January 8, 2001, and
later published policies or implementing directives FTA may issue. Consequently, third party contracts
involving ITS are likely to require provisions to ensure compliance with Federal requirements.
Lobbying Certification and Disclosure.
If the third party contract will exceed $100,000, the recipient must obtain a lobbying certification before
awarding the contract, and if applicable, a lobbying disclosure from a prospective third party contractor.
See, DOT regulations, "New Restrictions on Lobbying" 49 CFR Part 20, modified as necessary by 31
U.S.C. Section 1352, which implement the Byrd "Anti-Lobbying" Amendment, 31 U.S.C. Section 1352.
Incorporation of FTA Terms.
The provisions in this section includes, in part, certain standard terms and conditions required by
USDOT/FTA, whether or not expressly set forth in these provisions. All contractual provisions required
by USDOT/FTA, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to
the contrary herein notwithstanding, all USDOT/FTA mandated terms shall be deemed to control in the
event of a conflict with other provisions contained in this Contract. The Contractor shall not perform any
act, fail to perform any act, or refuse to comply with any Metra requests, which would cause Metra to be
in violation of the USDOT/FTA terms and conditions.
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