13-FY26-RFP-004 Terms and Conditions.pdf

CONTRACTUAL TERMS & CONDITIONS

for MASTER

Master Revised 1/24

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GENERAL TERMS AND CONDITIONS

The contractual terms and conditions included in this document will be considered part of any contract arising from the solicitation for which this document is provided. The requirements in this document are in addition to and, unless inconsistent and irreconcilable, do not supplant requirements found elsewhere in this Contract.

NOTIFICATION OF DELAY

Contractor will notify Connect Transit’s Procurement Department as soon as Contractor has, or should have, knowledge that an event has occurred which will delay delivery or start-up of services.

Within five days, Contractor will confirm such notice in writing furnishing as many details as is available.

REQUESTS FOR TIME EXTENSION

The Contractor agrees to supply, as soon as such data is available, any reasonable proofs that are required by Connect Transi t’s Procurement Department to decide of any request for time extension. Connect Transit’s Procurement Department will examine the request and any documents supplied by the Contractor and will determine if the Contractor is entitled to any time extension and the duration of such extension. Connect Transit’s Procurement Department will notify the Contractor of the decision in wr iting. It is expressly understood and agreed that the Contractor will not be entitled to damages or compensation and will not be reimbursed for losses on account of delays resulting from any cause under this provision.

CONTRACT CHANGES

Any proposed change in the contract will be submitted to Connect Transit for its prior written approval and Connect Transit will make the change by a Change Order. Connect Transit may, at any time by written order, and without notice to the sureties, make changes within the general scope of this contract. No oral order or conduct by Connect Transit will constitute a Change Order unless confirmed in writing by Connect Transit.

If any such change causes an increase or decrease in the cost or the time required for the performance of any part of the work under this Contract, an equitable adjustment will be made, at the sole discretion of Connect Transit, in the Contract price, or delivery schedule, or both, and the Contract will be modified in writing accordingly. Every Change Order may require a cost/price analysis to determine the reasonableness of the proposed change.

Any claim by the Contractor for adjustment under this clause must be asserted within fourteen (14) calendar days from the date of receipt by the Contractor of the notification of change. The request for equitable adjustment must be in writing and state the general nature and monetary extent of the claim. Connect Transit may require additional support documents and cost or price analysis to determine the validity of the claim.

No claim by the Contractor for an equitable adjustment hereunder will be allowed if asserted after final payment under this Contract. No claim will be allowed for any costs incurred more than twenty (20) calendar days before the Contractor gives written notice, as required in this section.

CHANGE ORDER PROCEDURES

Contractor Changes

Any proposed change in this Contract shall be submitted to Connect Transit’s Procurement Director for approval. Any change that represents a “cardinal change” must be further approved it

IDOT and/or FTA.

Written Change Orders

Oral change orders are not permitted. No change in this Contract shall be made unless Connect Transit’s General Manager or Procurement Director gives prior written approval, therefore.

Contractor shall be liable for all costs resulting from, and/or for satisfactorily correcting any specification change not properly ordered by written modification to the Contract and signed by Connect

Transit’s GM.

Change Order Procedure

Within 15 days after receipt of the written request to modify the Contract, the Contractor shall submit to Connect Transit’s Procurement Director a detailed price and revised schedule for the work to be performed. This Bid shall be accepted or modified by negotiations between the Contractor and Connect Transit’s Procurement Director. At that time, a detailed modification shall be executed in writing by both parties. Disagreements that cannot be resolved within negotiations shall be resolved in accordance with Section 21: Disputes, Claims and Appeals. Regardless of any disputes, the Contractor shall proceed with the work ordered.

Price Adjustment for Regulatory Changes

If price adjustment is indicated, either upward or downward, it shall be negotiated between Connect Transit and Contractor for changes that are mandatory as a result of legislation or regulations that are promulgated and become effective between the date of Bid opening and the date of contract performance. Such price adjustment may be modified where required.

INSTRUCTIONS BY UNAUTHORIZED THIRD PARTIES

Connect Transit’s General Manager or their authorized representative are the only persons authorized to make changes within the general scope of the Contract. Any instructions written or oral, given to Contractor by someone other than Connect Transit’s General Manager or his authorized representative, which are considered to be a change in the Contract, will not be considered as an authorized Contract change. Any action on the part of Contractor taken in compliance with such instructions will not be grounds for subsequent payment or other consideration in compliance with the unauthorized change.

COST OR PRICE ANALYSIS

Connect Transit reserves the right to conduct a cost or price analysis for any purchase. Connect Transit may be required to perform a cost analysis when competition is lacking for any purchase.

Sole source procurements which result in a single bid being received will be subject to a cost analysis which will include the appropriate verification of cost data, the evaluation of specific elements of costs and the projection of data to determine the effect on the bid prices. Connect Transit may require a Pre-Award Audit, and potential Contractors shall be prepared to submit data relevant to the proposed work which will allow Connect Transit to sufficiently determine that the proposed price is fair, reasonable, and in accordance with Federal, State, and local regulations. Procurements resulting in a single bid will be treated as negotiated procurement and Connect Transit reserves the right to negotiate with the single Proposer or Bidder to achieve a fair and reasonable price. If a negotiated price cannot be agreed upon by both parties, Connect Transit reserves the right to reject the single bid. Contract change orders or modifications wi ll be subject to a cost analysis.

LACK OF FUNDS

If expected or actual funding is withdrawn, reduced, or limited in any way prior to the expiration date set forth in this Contract or in any amendment hereto, Connect Transit may, upon written notice to Contractor, terminate this Contract in whole or in part. Such termination shall be in accordance with Connect Transit’s rights to terminate for convenience or default.

FORCE MAJEURE

The timely receipt of Connect Transit’s requirements is essential. If the requirements are not received on time in accordance with the delivery schedule, Connect Transit may cancel the unfilled portion of the contract for cause, purchase substitute requirements elsewhere, and recover from Contractor any increased costs, thereby incurred together with all resulting incidental and consequential damages. Connect Transit may also terminate for cause, purchase substitute requirements elsewhere and recover costs and damages for breach of Contractor obligations.

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The Contractor shall be entitled to a reasonable extension of time from Connect Transit for the delays caused by damage to Contractor's and/or Connect Transit’s property caused by fire, lightning, earthquakes, tornadoes, and other extreme weather conditions or acts of nature, power failures, riots, acts of civil or military authorities of competent jurisdiction, strikes, lockouts, and any other industrial, civil or public disturbances beyond the control of the Contractor and its subcontractors causing the inability to perform the requirements of this Contract. Any delay other than one mentioned above shall constitute a breach of Contractor's contractual obligations.

TAXES, LICENSES, LAWS, AND CERTIFICATE REQUIREMENTS

Contractor shall maintain and be liable for all taxes, fees, licenses, and costs as may be required by federal, state, and local laws, rules, and regulations for the conduct of business by Contractor and any subcontractors and shall secure and at all times maintain any and all such valid licenses and permits as may be required to provide the services or supplies under this Contract. If for any reason, Contractor’s required licenses or certificates are terminated, suspended, revoked, lapsed, or in any manner modified from their status at the time this Contract becomes effective, Contractor shall immediately notify Connect Transit in writing of such condition.

Contractor will give all notices and comply with all federal, state, local and Connect Transit laws, ordinances, rules, regulations, standards, and orders of any public authority bearing on the performance of the Contract, including, but not limited to, the laws referred to in these General Provisions of the Contract and the other Contract Documents. If the Contract Documents are at variance therewith in any respect, any necessary changes shall be adjusted by appropriate modification. Omission of any applicable laws, ordinances, rules, regulations, standards or orders by

Connect Transit in the Contract Documents shall be construed as an oversight and shall not relieve the Contractor from his obligations to meet such fully and completely. Upon request, Contractor shall furnish to Connect Transit certificates of compliance with all such laws, orders, and regulations. Contractor shall be responsible for obtaining all necessary permits and licenses required for performance under the Contract.

Applicable provisions of all federal, state, and local laws, and of all ordinances, rules, and regulations shall govern any and all claims and disputes which may arise between person(s) submitting a

Bid response hereto and Connect Transit, by and through its officers, employees and authorized representatives, or any other persons, natural and otherwise, and lack of knowledge by any

Contractor shall not constitute a cognizable defense against the legal effect thereof.

DEFECTIVE WORK, MATERIALS, OR SERVICES

When and as often as Connect Transit determines that the work, materials, or services furnished under the Contract are not fully and completely in accordance with any requirement of the Contract, it may give notice and description of such non-compliance to Contractor. Within seven (7) calendar days of receiving such written notification, Contractor must supply Connect Transit with a written detailed plan which indicates the time and methods needed to bring the work, materials, or services within acceptable limits of the Contract. Connect Transit may reject or accept this plan at its discretion. In the event this plan is rejected, the work, materials, or services will be deemed not accepted and returned to the Contractor at Contractor’s expense. This procedure to remedy defects is not intended to limit or preclude any other remedies available to Connect Transit by law, including those available under the Uniform Commercial Code.

NO WAIVER OF WARRANTY OR CONTRACTUAL RIGHTS

Conducting of tests and inspections, review of specifications or plans, payment for a product or service, or acceptance of a product or service by Connect Transit shall not constitute a waiver, modification, or exclusion of any express or implied warranty or any right under this Contract or in law.

ASSIGNMENT

Contractor shall not assign any interest, obligation, or benefit under or in this Contract or transfer any interest in the same, whether by assignment or novation, without the prior written consent of Connect Transit. If an assignment is approved, this Contract shall be binding upon and inure to the benefit of the successors of Contractor. This provision shall not prevent Contractor from pledging any proceeds from this Contract as security to a lender. An assignment may be conditioned upon the posting of bonds, securities and the like by the assignee and the assignee must assume the written Contract and be responsible for the obligations and liabilities of Contractor, known and unknown, under this Contract and applicable law.

Connect Transit may assign its rights and obligations under the Contract to any successor to the rights and functions of Connect Transit or to any governmental agency to the extent required by applicable laws or governmental regulations, or to the extent Connect Transit deems necessary or advisable under the circumstances.

INDEMNIFICATION AND HOLD HARMLESS

To the maximum extent permitted by law and except to the extent caused by the sole negligence of Connect Transit, Contractor shall indemnify, defend and hold harmless Connect Transit, officers, officials, agents, and employees, from and against any and all claims, suits, actions, losses, costs, penalties, and damages of any kind or nature whatsoever arising out of, in connection with, or incident to the goods and/or services provided by or on behalf of Contractor. In addition, Contractor shall, at Connect Transit’s option, assume the defense of Connect Transit and its officers and employees in all legal or claim proceedings arising out of, in connection with, or incident to such goods and/or services, and shall pay all defense expenses, including reasonable attorney’s fees, expert fees, and costs incurred by Connect Transit on account of such litigation or claims. This indemnification obligation shall include, but is not limited to, all claims against Connect Transit by an employee or former employee of Contractor or its subcontractors, and Contractor, by mutual negotiation, expressly waives all immunity and limitation on liability , as respects Connect Transit only, under any industrial insurance act, other Worker’s compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. This indemnification obligation shall also obligate Contractor to protect, indemnify, defend, and save harmless Connect Transit, officials, agents, and employees from any and all claims or lawsuits alleging a violation of a third party’s copyright or patent rights arising out of or in connection with Contractor’s provision of goods and/or services under this Contract. Notwithstanding anything provided in this section, Connect Transit retains the right to provide its own defense against any suits, claims, or actions, and to assess any costs of such defense to Contractor, including attorney’s fees, expert witness fees, and court costs.

APPLICABLE LAW AND FORUM

All work done pursuant to any contract resulting from this procurement will be governed by and construed according to the laws of the State of Illinois. Any actions arising here from shall be filed in the County of McLean, Illinois.

ATTORNEY’S FEES

In the event either party shall engage the services of an attorney or other professional due to the default of the other party, the defaulting (non-prevailing) party shall pay all legal costs and fees, including attorney’s fees, incurred by the non-defaulting (prevailing) party in enforcing its rights.

CONFLICTS OF INTEREST AND NON-COMPETITIVE PRACTICES

Conflict of Interest

The Contractor by submitting a Proposal to Connect Transit to perform or provide work, services, or materials, has thereby covenanted that it has no direct or indirect pecuniary or proprietary interest, and that it shall not acquire any interest, which conflicts in any manner or degree with the work, services, or materials required to be performed and/or provided under this Contract and that it shall not employ any person or agent having any such interest. In the event that Contractor or its agents, employees or representatives hereafter acquires such a conflict of interest, is shall immediately disclose such interest to Connect Transit and act immediately to eliminate the conflict or to withdraw from this Contract, as Connect Transit may require.

Contingent Fees and Gratuities

The Contractor by submitting a Proposal to Connect Transit to perform or provide work, services, or materials, has thereby covenanted:

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1. No person or selling agency except bona fide employees or designated agents or representatives of Contractor has been or will be employed or retained to solicit or secure this Contract with an agreement or understanding that a commission, percentage, brokerage, or contingent fee would be paid; and

2. No gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by Contractor or any of its agents, employees, or representatives, to any official, member or employee of

Connect Transit or other governmental agency with a view toward securing this Contract or securing favorable treatment with respect to the awarding or amending, or the making of any determination with respect to the performance of this Contract.

CONFLICTS OF INTEREST – CURRENT AND FORMER EMPLOYEES

Connect Transit seeks to eliminate and avoid actual or perceived conflicts of interest and unethical conduct by current and former Connect Transit employees in transactions with Connect Transit.

Consistent with this policy, no current or former Connect Transit employee may contract with, influence, advocate, advise, or consult with a third party about a Connect Transit transaction, or assist with the preparation of Proposals submitted to Connect Transit while employed by Connect Transit or within one (1) year after leaving Connect Transit employment, if he/she participated in determining the work to be done or process to be followed while a Connect Transit employee.

All Proposers who anticipate contracting with Connect Transit must identify at the time of offer, such current or former Connect Transit employees involved in preparation of Proposals or the anticipated performance of the work or services if awarded the Contract. Should this be added as an attachment? Failure to identify former Connect Transit employees involved in this transaction may result in Connect Transit’s denying or terminating this Contract. In addition, after award, the Contractor is responsible for notifying Connect Transit’s Procurement Department of current or former Connect Transit employees who may become involved in the Contract any time during the term of the Contract.

Furthermore, no member, officer, or employee of Connect Transit during their tenure or for two (2) years thereafter will have any financial interests, direct or indirect, in this Contract or the proceeds thereof.

OTHER PUBLIC AGENCY ORDERS

Other federal, state, county, and local entities may utilize the terms and conditions established by this Contract. Connect Transit does not accept any responsibility or involvement in the purchase orders or contracts issued by other agencies.

SEVERABILITY

Whenever possible, each provision of this Contract shall be interpreted to be effective and valid under applicable law. If any provision is found to be invalid, illegal, or unenforceable, then such provision or portion thereof shall be modified to the extent necessary to render it legal, valid, and enforceable and have the intent and economic effect as close as possible to the invalid, illegal, and unenforceable provision.

DISPUTES, CLAIMS, AND APPEALS

Contractor shall address questions or claims regarding meaning and intent of the Contract or arising from this Contract in writing to the Procurement Director within ten (10) calendar days of the date in which Contractor knows or should know of the question or claim. The Procurement Director will ordinarily respond to the Contractor in writing with a decision, but without such written response, the question or claim shall be deemed denied upon the tenth day following receipt by the Procurement Director.

In the event Contractor disagrees with any determination or decision of the Procurement Director, Contractor may, within five (5) calendar days of the date of such determination or decision, appeal the determination or decision in writing to the GM. Such written notice of appeal shall include all documents and other information necessary to substantiate the appeal. The GM will review the appeal and transmit a decision or determination in writing. The decision will be considered final. Appeal to the GM shall be a condition precedent to litigation hereunder.

All claims, counterclaims, disputes, and other matters in question between Connect Transit and Contractor that are not resolved between the Procurement Director and/or GM and Contractor or through alternative dispute resolution, will be decided pursuant to Section 22 below.

Pending final decision of a dispute hereunder, Contractor shall proceed diligently with the performance of the Contract and in accordance with the direction of the Procurement Director and/or

GM. Failure to comply precisely with the time deadlines under this Subsection as to any claim shall operate as a waiver and release of that claim and an acknowledgment of prejudice to Connect

Transit.

MEDIATION AND ARBITRATION

If a dispute arises out of or relates to this Contract, or the breach thereof, and if said dispute cannot be settled through direct discussions, the Parties agree to first endeavor to settle the dispute in an amicable manner by mediation. Thereafter, any unresolved controversy or claim arising out of or relating to this Contract, or breach thereof, may be settled by arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties to this Contract may seek to resolve disputes pursuant to arbitration but are not required to do so. Nothing in this paragraph precludes any Party from seeking further relief once the required alternative dispute resolution efforts have failed.

NONWAIVER OR BREACH

No action or failure to act by Connect Transit shall constitute a waiver of any right or duty afforded to Connect Transit under the Contract; nor shall any such action or failure to act by Connect

Transit constitute an approval of, or acquiescence in, any breach hereunder, except as may be specifically stated by Connect Transit in writing.

LIQUIDATED DAMAGES

Failure on the part of the Proposer to complete critical project milestones as established in the contract may result in liquidated damages being imposed on the Proposer by Connect Transit for breach of contract and for non-compliance. The milestones and extent of damages will be defined in the negotiated Contract with the selected Proposer.

USE OF CONNECT TRANSIT’S NAME IN CONTRACTOR ADVERTISING OR PUBLIC RELATIONS

Connect Transit reserves the right to review and approve all Connect Transit-related copies prior to publication. Contractor will not allow Connect Transit-related copy to be published in Contractor's advertisements or public relations programs until submitting Connect Transit-related copy and receiving prior written approval from Connect Transit’s GM. Contractor will agree that published information on Connect Transit or its program will be factual, and in no way imply that Connect Transit endorses Contractor's firm, service, or product.

PAYMENT PROCEDURES

Detailed invoices should be submitted on a per-item or per time-period basis. Connect Transit will only accept an invoice for goods and services that have been delivered and accepted by Connect

Transit staff.

Each invoice shall contain the Contractor’s list of materials delivered or work completed. The Contractor agrees to supply wi th each invoice, additional information as may be requested by Connect

Transit.

Connect Transit may, at any time, conduct an audit of any and/or all records kept by the Contractor for this project. Any overpayment uncovered in such an audit may be charged against the

Contractor’s future invoices. Connect Transit may withhold payment for services it believes were improper, failed to meet with project specifications, or are otherwise questionable.

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Within ten (10) working days after receiving payment from Connect Transit, Contractor shall pay each sub-consultant, subcontractor, vendor, or material supplier (collectively “Subcontractors”) all amounts due and invoiced by the subcontractor and paid to the Contractor by Connect Transit.

Invoices should be submitted to: Connect Transit

351 Wylie Drive

Normal, IL 61761

Attn: Procurement Department

PROHIBITION OF ADVANCE PAYMENTS

No advance payment shall be made for the work furnished by Contractor pursuant to this Contract.

PROMPT PAYMENT TO SUBCONTRACTORS

The Contractor is required to pay each first tier Subcontractor for all work that the Subcontractor has performed to the satisfaction of Connect Transit, no later than thirty (30) calendar days after the Contractor has received payment from Connect Transit for that work, and each tier of Subcontractors must likewise pay the next lower tier of Subcontractors within thirty (30) calendar days after receiving payment. If this Contract provides for retainage, the Contractor must remit to each first-tier Subcontractor its share of any retainage within thirty (30) days after receipt of such retainage from Connect Transit, and each tier of Subcontractors must likewise remit retainage to the next lower tier of Subcontractors within thirty (30) calendar days after receiving payment. If this Contract does not provide for retainage, then neither Contractor nor any Subcontractor may withhold retainage from a Subcontractor. The requirements of this paragraph must be stated in all the Contractor's subcontracts.

A delay in or postponement of payment to a Subcontractor requires good cause and prior written approval by Connect Transit’s General Manager or his/her authorized representative. The

Contractor is required to include, in each subcontract, a clause requiring the use of appropriate arbitration mechanisms to resolve all payment disputes.

Connect Transit will not pay the Contractor for work performed unless and until the Contractor ensures that each Subcontractor has been promptly paid under all previous payment requests, as evidenced by the filing with Connect Transit of lien waivers (if applicable), canceled checks (if requested), and the Contractor's sworn statement that it has complied with the prompt payment requirements. The Contractor must submit a prompt payment affidavit (form to be provided by Connect Transit) which identifies each Subcontractor and the date and amount of the last payment to such Subcontractor, with every payment request filed with Connect Transit, except for the first payment request.

Failure to comply with these prompt payment requirements is a breach of the Contract which may lead to any remedies permitted under law, including, but not limited to, Contractor debarment.

In addition, Contractor's failure to promptly pay its Subcontractors is subject to the provisions of 50 ILCS 505/9.

PRICE ADJUSTMENTS

Price adjustments, either upward or downward, may be negotiated only at the time of renewal unless Connect Transit requests a contract modification.

SHIPPING CHARGES

All prices shall include freight FOB to the designated delivery point. Connect Transit shall reject requests for additional compensation for freight charges.

SUMMARY REPORT

Contractor shall, if requested, submit to Connect Transit a quarterly report of services provided to Connect Transit under this Contract. The report, in a format acceptable to Connect Transit, shall identify the amount of work completed, the status of the project in relation to the schedule, and any other information that may be relevant to project oversight.

WARRANTY PROVISIONS

No Waiver of Warranties and Contract Rights

The conducting of tests and inspections, review of Scope of Work or plans, payment for a work, or acceptance or final acceptance of the work by Connect Transit shall not constitute a waiver of any rights under this Contract or in law. The termination of this Contract shall in no way relieve Contractor from its warranty/guarantee responsibility.

Warranty

The Contractor warrants that the work performed under this Contract shall be free from defects in material and workmanship and shall conform to all requirements of this Contract. Any work corrected shall be subject to this subsection to the same extent as the work initially provided.

Warranty Applicable to Third Party Suppliers, Vendors, Distributors, and Subcontractors

The Contractor shall ensure that the warranty requirements of this Contract are enforceable through and against Contractor’s suppliers, vendors, distributors, and subcontractors. The Contractor is responsible for liability and expense caused by any inconsistencies or differences between the warranties extended to Connect Transit by Contractor and those extended to Contractor by its suppliers, vendors, distributors, and subcontractors. Such an inconsistency or difference shall not excuse the Contractor’s full compliance with its obligations under this Contract. The Contractor shall cooperate with Connect Transit in facilitating warranty related work by such suppliers, vendors, distributors, and subcontractors.

EXPRESS WARRANTY FOR SERVICES

The Contractor warrants that the services shall in all material respects conform to the requirements of this Contract. The Contractor warrants that qualified professional personnel with in-depth knowledge shall perform the services in a timely and professional manner; and that the services shall conform to the standards generally observed in the industry for similar services. The Contractor warrants that the services shall follow all applicable laws, rules, and regulations.

WARRANTY REMEDIES

If at any time before Final Acceptance of any work covered by this Contract, Contractor or Connect Transit discovers one or more material defects or errors in the work of any other aspect in which the work materially fails to meet the provisions of the warranty requirements herein, Contractor shall, at its own expense and within thirty (30) days of notification of the defect by Connect Transit, correct the defect, error, or nonconformity.

Notice Required – Connect Transit shall give written notice of any defect to the Contractor. If the Contractor has not corrected the defect within thirty (30) days after receiving the written notice, Connect Transit, in its sole discretion, may correct the defect itself. In the case of an emergency where Connect Transit believes delay could cause serious injury, loss, or damage, Connect Transit may waive the written notice and correct the defect. In either case, Connect Transit shall charge back the cost for such warranty repair to Contractor.

Contractor is responsible for all costs of repair or replacement to restore the work to the applicable Contract requirements or scope of work, including shipping charges, for work found defective before Final Acceptance, regardless of who corrects the defect.

INDEPENDENT STATUS OF CONTRACTOR

In the performance of this Contract, the parties shall be acting in their individual, corporate, or governmental capacities and not as agents, employees, partners, joint ventures, or associates of one another. The parties intend that an independent contractor relationship shall be created by this Contract. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. The Contractor shall not make any claim or right, privilege or benefit, which would accrue to an employee.

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NOTICES

Any notice which is required to be given hereunder shall be deemed sufficiently given or rendered if such notice is in writing and is delivered personally or sent by certified mail, postage prepaid, return receipt requested, or by a national overnight courier service to the following addresses:

To Connect Transit

General Manager

351 Wylie Drive

Normal, IL 61761

With a copy to: Procurement Department

To Contractor: (To Be Determined)

Any notice given hereunder by personal delivery or express mail shall be deemed delivered when received. Any properly addressed notice given herein by certified mail shall be deemed delivered when the return receipt therefore is signed, or refusal to accept the mailing by the addressee is noted thereon by the postal authorities. Either party may, at any time, change its address for the above purposes by sending a notice to the other party stating the change and setting forth the new address.

NON-DISCLOSURE OF DATA

Data provided by Connect Transit either before or after the Contract award shall only be used for its intended purpose. Bidders, vendors, Contractors, and subcontractors shall not utilize or distribute Connect Transit’s data in any form without the prior express written approval of Connect Transit.

NON-DISCLOSURE OBLIGATION

While providing the work required under this Contract, the Contractor might encounter licensed technology, software, documentation, drawings, schematics, manuals, data, or other materials marked “Confidential,” “Proprietary,” or “Business Secret.” The Contractor shall, with regard to such information and material received or used in the performance of this Contract, employ practices no less than those used for the protection of the Contractor’s own confidential information.

The Contract imposes no obligation upon the Contractor with respect to confidential information which the Contractor can establish that:

A. Was in possession of or was rightfully known by the Contractor without an obligation to maintain its confidentiality prior to receipt from Connect Transit or a third party, B. Is or becomes generally known to the public without violation of this Contract, C. Is obtained by the Contractor in good faith from a third-party having the right to disclose it without an obligation of confidentiality; or, D. Is independently developed by Contractor without the participation of individuals who have had access to Connect Transit’s or the third-party’s confidential information.

The Contractor may disclose confidential information if required by law, provided that the Contractor notifies Connect Transi t of such requirement prior to disclosure.

PUBLIC DISCLOSURE REQUESTS

Contracts shall be considered public documents and, with exceptions provided under public disclosure law, will be available for inspection and copying by the public. If a Contractor considers any portion of any documents which may be delivered to Connect Transit pursuant to this Contract to be protected under the law, the Contractor shall clearly identify each such item with words such as “Confidential,” “Proprietary,” or “Business Secret.” If a request is made for disclosure of any such document, Connect Transit will determine whether the document should be made available under the law. If the document, or parts thereof, are determined by Connect Transit to be exempt from public disclosure, Connect Transit will not release the exempted document. If the document is not exempt from public disclosure law, Connect Transit will notify the Contractor of the request and allow the Contractor five (5) days to take whatever action it deems necessary to protect its interests. If the Contractor fails or neglects to take such action within the said period, Connect Transit will release the document deemed subject to disclosure. By signing a Contract, the Contractor assents to the procedure outlined in this paragraph and shall have no claim against Connect Transit on account of actions taken under such procedure.

OWNERSHIP OF DATA

Subject to the rights granted to the Contractor pursuant to this Agreement, all rights, title, and interest in and to the data collected and developed during the performance of this contract shall always remain the sole and exclusive property of Connect Transit. The Contractor shall surrender all such data to Connect Transit prior to submitting an invoice for final payment.

PATENTS AND ROYALTIES

The Contractor is responsible for paying all license fees, royalties, or the costs of defending claims for the infringement of any intellectual property that may be used in performing this Contract.

Before final payment is made on this Contract, the Contractor shall, if requested by Connect Transit, furnish acceptable proof of a proper release from all such fees or claims.

CHANGED REQUIREMENTS

New federal, state, and local laws, regulations, ordinances, rules, policies, and administrative practices may be established after the date this Contract is established and may apply to this Contract.

To achieve compliance with changing requirements, the Contractor agrees to accept all changed requirements that apply to this Contract and require subcontractors to comply with revised requirements as well. Changed requirements will be implemented through Section 5, Change Order Procedures.

COUNTERPARTS

This Contract may be signed in two (2) counterparts, each of which shall be deemed an original and which shall together constitute one (1) Contract.

CONTRACTUAL RELATIONSHIPS

No contractual relationship will be recognized under the Contract other than the contractual relationship between Connect Transit and the Prime Contractor.

FEDERAL TRANSIT ADMINISTRATION GENERAL TERMS AND CONDITIONS

The following general terms and conditions are required because this procurement is funded in whole or in part by the United States Department of Transportation (USDOT), Federal Transit

Administration (FTA). The requirements in this document are in addition to and, unless inconsistent and irreconcilable, do not supplant requirements found elsewhere in this Contract. If any requirements in this document are inconsistent with a provision found elsewhere in this Contract and is irreconcilable with such provision, the requirement in this document shall prevail. If this

Contract value is lower than the threshold indicated next to each requirement, that requirement is not applicable.

NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES (All contracts)

Except if the Federal Government expressly consents in writing, the Federal Government does not and shall not have any commitment or liability related to the Underlying Agreement, to any Third-

Party Participant at any tier to this solicitation and contract.

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FALSE STATEMENTS OR CLAIMS / CIVIL AND CRIMINAL FRAUD (All contracts)

The Contractor recognizes that the requirements of the Program Fraud Civil Remedies act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies,"

49 C.F.R. Part 31, apply to its actions pertaining to the Project. Accordingly, by signing a contract or agreement, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or it may make pertaining to the Project and any subsequent contract or agreement. 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. The contractor acknowledges that 49 U.S.C. § 5323(l)(1) authorizes the Federal Government to impose the penalties under 18 U.S.C. § 1001 if the contractor provides a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation in connection with a federal public transportation program under 49 U.S.C. chapter 53 or any other applicable federal law.

ACCESS TO RECORDS (All contracts)

The Contractor shall permit the authorized representatives of the Buyer(s), such as the Federal Transit Administration or the State of Illinois to inspect and audit all data and records of the Contractor relating to the Contractor's performance under any subsequent contract or agreement. This applies to all third-party contract records (at any time), as required. The Contractor and its subcontractors shall maintain books, records, and documents and shall undertake such accounting procedures and practices as may be deemed necessary to assure proper accounting of all funds paid pursuant to any subsequent contract or agreement. All costs charged to items performed under any subsequent contract or agreement shal l be supported by properly executed and clearly identified invoices, contracts, vouchers, or checks evidencing in detail the nature and propriety of the charges. These records shall be subject at all reasonable times of the normal business day to inspection, review, or audit by the Buyer, its authorized representative(s), the US Secretary of Transportation, Comptroller, the State Auditor, or other governmental officials authorized by law to monitor the contract or agreement and project site. The Contractor's fiscal management system shall include the capabi lity to provide accurate, current, and complete disclosure of the financial status of any subsequent contract or agreement upon request.

FEDERAL CHANGES (All contracts)

The Contractor agrees that the most recent of such Federal, State, and Local requirements will govern the administration of the procurement solicitation and any subsequent contract at any particular time, except if there is sufficient evidence in any contract of a contrary intent. Such contrary intent might be evidenced by a letter signed by the Federal Transit Administration (FTA) or the Illinois Department of Transportation (IDOT), the language which modifies or otherwise conditions the text of the procurement solicitation or contract. Requirements that apply to the Agency, Award, the accompanying Underlying Agreement, and any Amendments thereto may change due to changes in federal, state or local law, regulation, other requirements, or guidance, or changes in the Agency’s Underlying Agreement including any information incorporated by reference and made part of that Underlying Agreement, and applicable changes to those federal requirements will apply to this Agreement and parties thereto at any tier.

TERMINATION PROVISIONS (All contracts over $10,000)

The Buyer(s) may terminate this contract for convenience, in whole or in part, at any time by the provision of written notice to the Contractor. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to be paid by the Contractor. If the Contractor has any property in its possession belonging to the Buyer(s), the Contractor will account for the same and dispose of it in the manner the Buyer(s) directs.

CIVIL RIGHTS (EEO, TITLE VI & ADA) (All contracts)

Federal Requirements and Guidance - The Contractor agrees to and assures that each third-party contract at any tier will prohibit discrimination based on race, color, religion, national origin, sex, gender identity, disability, age or veteran's status. Contractor also agrees to prohibit the exclusion from participation in employment or business opportunity for reasons identified in 49 U.S.C. §

5332, as amended, denial from program benefits identified in 49 U.S.C. § 5332, as amended, and discrimination identified in 49 U.S.C. § 5332, as amended, including discrimination in employment or a business opportunity identified in 49 U.S.C. § 5332, as amended. In addition, the Contractor agrees to comply with applicable Federal or State requirements that may be issued. The Contractor and its subcontractors agree to, and assure that it will comply with, all applicable Federal and State of Illinois Equal Employment Opportunity (EEO) laws and regulations. The Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, pregnancy, gender identity, sexual orientation, parental status, national origin, age, disability, family medical history or genetic information, political affiliation, military service, or other non-merit-based factors or any other consideration made unlawful by federal, state or local laws. 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, religion, sex, marital status, pregnancy, gender identity, sexual orientation, parental status, national origin, age, disability, family medical history or genetic information, political affiliation, military service, or other non-merit based factors or any other consideration made unlawful by federal, state or local laws. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other compensation, and selection for training, including apprenticeship. The

Contractor also agrees to assist the Buyer in obtaining compliance with implementing any new requirements FTA may issue, including but not limited to:

A. Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., as amended, B. Comply with Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101, et seq.

C. Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity” September 24, 1965 (42 U.S.C. § 2000e no te,), as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs, D. Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of the Master Agreement.

E. FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients,” and , F. Follow other federal guidance pertaining to EEO laws, regulations, and requirements, and prohibitions against discrimination on the basis of disability. In the event of the Contractor's non-compliance with the provisions of the following Equal Employment Opportunity Clause, the Illinois Human Rights Act, or the Rules and Regulations of the Illinois Department of

Human Rights ("Department"), the Contractor may be declared ineligible for future contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and any subsequent Agreement may be canceled or voided in whole or in part, and such other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. The contractor agrees to and assures that each third-party participant will prohibit discrimination based on race, color or national origin. Additionally, will comply with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., as amended, U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the

Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,”, as amended, 49 C.F.R. part 21, as amended, and Federal transit law, specifically 49 U.S.C. § 5332, as amended. Contractor agrees to comply with the most recent Title VI Requirements and federal or state guidance that may be issued.

G. The Consultant agrees to ensure that Federal funding is expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements: including, but not limited to, those protecting free speech.

Specifics. The Recipient agrees to and assures that each Third Party Participant will:

A. Affirmative Action. If required to do so by U.S. DOT regulations (49 CFR Part 21) or U.S. Department of Labor regulations (41 C.F.R. chapter 60), take affirmative action that includes, but is not limited to:

a. Recruitment advertising, recruitment, and employment,

b. Rates of pay and other forms of compensation,

c. Selection for training, including apprenticeship, and upgrading; and

d. Transfers, demotions, layoffs, and terminations; but

B. Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer;” and

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Equal Employment Opportunity Requirements for Construction Activities. Comply, when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), with:

A. U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60; and

B. Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note.

The contractor agrees to comply when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), with U.S. DOL regulations, “Office of Federal Contract Compliance

Programs, Equal Employment Opportunity, Department of Labor,” as amended, and Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” as amended. See the

Equal Employment Opportunity Compliance section for additional requirements relating to Equal Employment Opportunity compliance.

INCORPORATION OF FTA TERMS (All contracts)

As a condition of a Bid or Proposal submittal, it is the responsibility of the Contractor to ensure all applicable solicitation clauses, terms, and conditions are included in all subcontracted work contracts or agreements.

DEBARMENT AND SUSPENSION (All contracts over $25,000)

The Contractor agrees to comply with federal debarment and suspension requirements, and Reviews the SAM at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 C.F.R.

part 1200. The Contractor hereby certifies that it is not currently listed among the…