3-C25FI103184211R IFB Part 2 Special Conditions.pdf

PART 2

SPECIAL CONDITIONS

Requisition: C25FI103184211R

IFB – CONSTRUCTION SERVICES FOR

ALL STATION ACCESS PROGRAM (ASAP):

LOGAN SQUARE LINE – CALIFORNIA STATION

PART 2 – SPECIAL CONDITIONS

REQUISITION: C25FI103184211R

May 20, 2026

ARTICLE 1:

ARTICLE 2:

ARTICLE 3:

ARTICLE 4:

ARTICLE 5:

Disadvantaged Business Enterprise Special

Special Conditions Workforce Initiatives

Insurance and Bond Requirements

Contractor’s Quality Management System Requirements and Review Form

Wage Rates

ARTICLE 1

DISADVANTAGED BUSINESS

ENTERPRISE (DBE)

CTA IFB DBE Special Conditions Revised 03.27.2026 Page of

DISADVANTAGED BUSINESS ENTERPRISE

INVITATION FOR BIDS (IFB)

CONTRACT NUMBER: ________________________________

I. POLICY AND TERMS

A. The policy of the Chicago Transit Authority (CTA or Authority) is to create a level playing field on which Disadvantaged Business Enterprises (DBE) as defined in United States Department of Transportation (USDOT) Regulation 49 CFR Part 26, as revised from time to time, can compete fairly for CTA contracts, regardless of funding source.

B. The Authority has established the following DBE participation goal for this contract:

Disadvantaged Business Enterprise Goal:

C. The DBE contract goal is expressed as a percentage of the total contract price. The Bidder may meet the DBE goal by evidencing participation by one or more certified DBE firm(s).

The Bidder may also meet the goal by documenting good faith efforts to meet the goal as described in 49 CFR Part 26 and as set forth in Section V hereof and/or by a combination of DBE participation and good faith efforts documentation. Any evidence of good faith efforts must be submitted with the sealed bid or the bid may be rejected in its entirety by the Authority.

D. The DBE contract goal shall apply to the total dollar value of this contract, inclusive of all goods, work or services added to the contract by amendments, modifications, options, or change orders. The Bidder agrees to make good faith efforts to include DBE participation equal to the goal percentage applied to the dollar amount of any goods, work or services so added. Failure to achieve such DBE participation or make such good faith efforts and document them to the satisfaction of the Authority will be deemed an event of default under the contract.

E. The goal may be met, as further explained in Section IV hereof 1) by the Bidder’s status as a

DBE firm, 2) by participation in a Joint Venture by one or more DBE firm(s), 3) by subcontracting a portion of the work to one or more DBE firm(s), 4) by the purchase of materials used in the performance of the contract from one or more DBE firm(s) or 5) by any combination of the above or through sufficient documentation of its good faith efforts to meet the DBE goal as defined in Section V hereof.

F. A Bidder who fails to meet the DBE goal and fails to demonstrate sufficient and reasonable good faith efforts to meet the goal shall not be eligible to be awarded the contract. All

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C25FI103184211R

documentation of good faith efforts by a Bidder must be included in the sealed envelope or package containing the bid.

G. The Authority prohibits agreements between a Bidder and a DBE in which the Bidder prohibits the DBE from providing subcontracting quotations to other Bidders. Such agreements will render the Bidder ineligible for contract award.

II. DEFINITIONS

A. “Area of Specialty” means the description of the DBE’s business, which has been determined by the DBE Liaison Officer Programs to be most reflective of the DBE’s claimed specialty or expertise as stated in their certification in the IL UCP DBE Directory.

Credit toward the DBE contract goal for this contract shall be limited to the participation of firms performing within their Area of Specialty. The Authority reserves the right to investigate and determine active DBE participation and applicable DBE credit specifically identified for this contract prior to award.

NOTICE: The Authority does not make any representations concerning the ability of any DBE to perform work within its Area of Specialty. It is the responsibility of the Bidder to determine the capability and capacity of the DBE firms to satisfactorily perform the work proposed.

B. “Authority” means the Chicago Transit Authority.

C. “Bid” includes the following Authority purchasing requests: Invitation for Bids (IFB).

D. “Bidder” includes bidders and contractors. The terms “Bidder” and “Contractor” are used interchangeably in these Special Conditions.

E. “Commercial Useful Function” or “CUF” means that a DBE is responsible for execution of a distinct element of the work of a contract and carries out its responsibilities by actually performing, managing, and/or supervising the work involved. With respect to materials and supplies used on a contract, the DBE must be responsible for negotiating price, determining quantity and quality, ordering materials and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, the Authority will evaluate the amount of work subcontracted, industry practices, and other relevant factors. However, it is not a commercially useful function when a DBE’s role is limited to that of an extra participant through which funds are passed to obtain the appearance of DBE participation on the contract.

F. “Disadvantaged Business Enterprise” or “DBE” means a small business certified by the

Illinois Universal Certification Program (IL UCP) as a business owned and controlled by socially and economically disadvantaged individuals in accordance with USDOT Regulation 49 CFR Part 26.

G. “Directory” means the Directory of Certified Disadvantaged Business Enterprises maintained and published by IL UCP and entitled the “IL UCP DBE Directory.” The directory is available at https://webapps.dot.illinois.gov/UCP/ExternalSearch. Bidders are responsible for verifying the current certification status of all proposed DBE’s.

H. “Funding Source” means any source of funds used for an Authority contract. It includes, but is not limited to, funds provided by the US Department of Transportation (DOT), the Federal Transit Administration (FTA), the Illinois Department of Transportation (IDOT), the Regional Transportation Authority (RTA), the City of Chicago (City), the Federal Emergency Management Agency (FEMA), the Illinois Emergency Management Agency (IEMA), the US Department of Homeland Security (DHS) or the Department of Commerce and Economic Opportunity (DCEO).

I. “Good Faith Efforts” means efforts to achieve a DBE contract goal as specified in 49 CFR

Part 26 and Section V hereof.

J. “IL UCP” means the Illinois Unified Certification Program.

K. “Joint Venture” means an association of two or more businesses to carry out a single business enterprise for profit, and for which purpose they combine their expertise, property, capital, efforts, skill and knowledge. Bidders may develop joint venture agreements as an instrument to provide participation by DBEs in contract work. A joint venture seeking to be credited for DBE participation may be formed among DBE firms or between a DBE firm and non-DBE firm.

In order to qualify for credit as a DBE, the DBE must be responsible for a distinct, clearly defined portion of the work and the DBE must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest.

L. “Purchasing Agent” means the Authority employee who holds the position of Vice

President, Purchasing, or designee.

M. “Socially and Economically Disadvantaged Individuals” means any individual who is a citizen (or lawfully admitted permanent resident) of the United States and who a certifier finds to be socially and economically disadvantaged on a case-by-case basis. A determination that an individual is socially and economically disadvantaged must not be based in whole or in part on race or sex. For that reason, all applicants shall qualify as socially and economically disadvantaged if they can meet the relevant criteria described in § 26.67. Being born in a particular country does not, standing alone, mean that a person is necessarily socially and economically disadvantaged.

N. “Subcontractor” means the individual or firm that has a subordinate contract to that of the

Contractor under which the materials or equipment are supplied or services or labor is performed.

O. “USDOT” or “DOT” refers to the U.S. Department of Transportation.

III. JOINT VENTURES

The DBE Liaison Officer will evaluate the Joint Venture agreement submitted on behalf of the proposed Joint Venture and all related documents to determine whether these DBE requirements have been satisfied. In addition, the DBE Liaison Officer will consider the record of the joint venturers as joint venturers on other Authority contracts, if any.

NOTE: DBE/non-DBE Joint Ventures are creditable at any tier. Whenever a Joint Venture is proposed as the prime Contractor, Authority requires that each joint venturer sign the bid submitted to the Authority.

IV. COUNTING DBE PARTICIPATION TOWARD THE CONTRACT GOAL

The inclusion of any DBE by the Bidder in its bid documents shall not conclusively establish the Bidder’s eligibility for full DBE credit for the firm’s participation in the contract. The amount of DBE participation credit shall be based upon an analysis by the DBE Liaison Officer of the specific duties which will be performed by the DBE.

The Bidder may count toward its DBE goal only expenditures to firms which are currently certified by the IL UCP and which perform a CUF.

To determine whether a firm is performing a CUF, the DBE Liaison Officer will evaluate the amount of work subcontracted, industry practices and other relevant factors. The DBE Liaison Officer reserves the right to deny or limit DBE credit to the Bidder where any DBE is found to be engaged in substantial pass-through activities with others.

DBE participation shall be counted toward the DBE goal in the contract as follows:

A. Once a DBE is determined to be eligible in accordance with these rules, the total dollar value of the contract awarded to the DBE may be counted toward the DBE goal except as indicated below.

B. A Bidder may count toward its DBE goal that portion of the total dollar value of a contract with an eligible Joint Venture equal to the distinct, clearly defined portion of the work of the contract that the DBE performs with its own forces. The Joint Venture agreement must clearly state the work to be performed by the DBE and the method of allocating a dollar value to that work for counting toward compliance with the DBE goal.

C. A DBE may enter into its own subcontracts, consistent with normal industry practices. Note that the DBE must 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 cannot subcontract a greater portion of the work of the contract than would be expected within normal industry practice for the type of work involved. If a DBE 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 within normal industry practice for the type of work involved, the DBE shall be presumed not to be performing a commercially useful function. Evidence may be presented by the Bidder involved to rebut this presumption.

D. When a DBE subcontracts a part of the work under the contract to another firm, the value of the subcontracted work may only be counted towards the DBE goal if the DBE’s Subcontractor is itself a DBE. Work that a DBE subcontracts to a non-DBE firm does not count towards the DBE goal.

E. The Bidder may count one hundred percent (100%) of its expenditures for materials and supplies required under the contract and which are obtained from a DBE manufacturer towards the DBE goal. The Bidder may count sixty percent (60%) of its expenditures for material and supplies under the contract obtained from a DBE regular dealer towards its DBE goal. The Bidder may count forty percent (40%) of its expenditures for materials or supplies (including transportation costs) under the contract obtained from a DBE distributor towards its DBE goal. The terms “manufacturer”, “regular dealer” and “distributor” are defined in 49 CFR Part 26.55(e)(1)(ii) and (2)(ii) and (3).

F. The Bidder may count towards its DBE goal expenditures to DBEs which are not manufacturers, regular dealers or distributors such as fees or commissions charged for services and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies and transportation charges as set forth in 49 CFR Part 26. However, the DBE Liaison Officer must determine the fee or charge to be reasonable and not excessive as compared with fees or charges customarily allowed for similar services.

G. The Bidder must use good business judgment when negotiating with Subcontractors and take a DBE’s price and capabilities into consideration. The fact that there may be some additional costs involved in finding and using DBE firms is not sufficient reason to fail to meet the DBE goal set forth in the contract, as long as such costs are reasonable.

V. GOOD FAITH EFFORTS

In order to be responsive, a Bidder must make good faith efforts to meet the DBE contract goal set forth in the contract. The Bidder must document the good faith efforts it made in that regard. Thus, the Bid submitted to the Authority must be accompanied by written documentation prepared by the Bidder evidencing all of its sufficient and reasonable good faith efforts toward fulfilling the goal. These efforts must be active steps, and ones, which could reasonably be expected to lead to sufficient DBE participation to meet the contract DBE contract goal. Mere pro forma efforts are not acceptable and will be rejected by the DBE Liaison Officer.

Good Faith Efforts require that the Bidder consider all qualified DBEs who express an interest in performing work under the contract. This means that the Bidder cannot reject a DBE as unqualified unless the Bidder has sound reasons based on a thorough investigation of the DBE’s capabilities. Further, the DBE’s standing within its industry, membership in specific groups, organizations or associations and political or social affiliations (for example, union vs. non-union employee status) are not legitimate causes for the rejection or non-solicitation of DBE bids in the Contractor’s efforts to meet the contract DBE contract goal.

The following list, which is not exclusive or exhaustive, sets forth the types of actions, which indicate good faith efforts on the part of a Bidder to meet the DBE goal. The extent and type of actions required will vary depending on such things as industry practice; the time available for submitting a bid and the type of contract involved.

A. Attendance at a pre-bid meeting, if any, scheduled by the Authority to inform DBEs of subcontracting opportunities under a given solicitation.

B. Advertisement in general circulation media, trade association publications, and small business-focused media for at least twenty (20) days before bids are due. If 20 days are not reasonably available due to the timing of the Authority’s bid opening date, publication for a shorter reasonable time is acceptable.

C. Written notification to capable DBEs that their interest in the contract is solicited.

D. Documentation of efforts to negotiate with DBEs for specific sub-contracts including at a minimum:

1. The names, addresses, and telephone numbers of DBEs that were contacted and the date(s) of contact;

2. A description of the information provided to DBEs regarding the plans and specifications for portions of the work to be performed; and

3. A statement explaining why additional agreements with DBEs were not reached.

E. For each DBE the Bidder contacted but rejected as unqualified, the reason for the Bidder’s conclusion.

F. Documentation of efforts made to assist the DBEs contacted that needed assistance in obtaining bonding or insurance required by the Bidder or the Authority.

G. Documentation of efforts to utilize the services of small business organizations, community and contractor groups to locate qualified DBEs.

H. Documentation that the Bidder has broken out contract work items into economically feasible units in fields where there are available DBE firms to perform the work.

I. Evidence that adequate information was provided to interested DBEs about the plans, specifications and requirements of the contract, and that such information was communicated in a timely manner.

J. Documentation of any efforts made to assist interested DBEs in obtaining necessary equipment, supplies, materials or related assistance or services from third parties.

VI. GOOD FAITH EFFORTS RECONSIDERATION

If it is determined that the apparent successful low Bidder(s) has failed to show good faith efforts to meet the contract DBE goal through participation, documentation of good faith efforts to meet the contract goal and/or a combination of the two, the Authority will provide it with ONE opportunity for administrative reconsideration before the Authority awards the contract to another Bidder. This reconsideration will include the following:

A. The Bidder will be permitted to either provide written evidence or to present oral argument at a pre-scheduled time that the documentation it submitted with its bid met the DBE goal and/or documented good faith efforts to do so. No new evidence of good faith efforts may be presented after the bid submission deadline.

B. The Authority’s Reconsideration Officer will review the evidence presented by the Bidder and issue a written determination that the Bidder has: 1) met the DBE goal; 2) not met the DBE goal but has made adequate good faith efforts to do so; or 3) has not met the DBE goal and the good faith efforts made were not adequate.

C. The decision of the Authority’s Reconsideration Officer is final and may not be appealed to the Authority or its funding agencies.

D. The Authority will not award a contract to any Bidder who does not meet the contract DBE contract goal through participation by DBEs on the proposed contract or documentation of sufficient good faith efforts to meet that goal or a combination of the two. Thus, it is essential that all Bidders submit ALL relevant documentation concerning DBE participation on the proposed contract and/or good faith efforts to meet the DBE goal in the envelope or package containing their sealed bids.

VII. PROCEDURE TO DETERMINE BID COMPLIANCE

A. If the Bidder is a Joint Venture, the Bidder as well as the Joint Venture partner MUST complete and sign a Schedule B.

B. A DBE Subcontractor of any tier, DBE Joint Venture partner and/or the Bidder if it is a DBE MUST complete and sign a Schedule C.

C. The Bidder MUST complete and sign a Schedule D.

D. All completed schedules MUST be submitted with your sealed bid if a) your firm is a DBE,

b) you plan to use one or more DBE subcontractors, or c) you are requesting good faith efforts. If there is a zero percent goal or it is deemed not applicable completed schedules must only be submitted if there is a DBE firm as part of your bid/proposal.

In addition, any documentation evidencing the Bidder’s good faith efforts to meet the contract DBE goal must be submitted with the bid. Any bids submitted without completed and executed Schedules as indicated above and/or evidence of good faith efforts will be deemed non-responsive and their bids will be rejected by the Authority.

E. Letters of Certification

1. A copy of each proposed DBE firm’s current Declaration of Eligibility (“DOE”) from the DBE’s certifying agency should be submitted with the bid.

ALL CERTIFICATIONS MUST BE PRE-CERTIFICATIONS. This means that the DBE’s certification must be issued before the due date for bids.

2. All Declarations of Eligibility issued by the DBE’s certifying agency must include a statement of the DBE firm’s area of specialization, relevant North American Industry Classification System (“NAICS”) codes, and appropriate DBE goal credit (see Section

IV. COUNTING DBE PARTICIPATION TOWARD THE CONTRACT GOAL).

The DBE’s scope of work set forth on Schedule C must conform to its stated area of specialization. Where a DBE is proposed to perform work not covered by its area of specialization, the DBE must request an expansion of its area of specialization from its certifying agency in writing prior to the time set by the Authority for bid opening.

Further, the DBE’s request for a new area of specialization must be approved by the certifying agency so that the DBE is certified in the expanded area of specialization prior to the award of the contract.

F. Joint Ventures

1. Where the Bidder is a Joint Venture that includes a DBE joint venturer, the Bidder must submit a fully executed copy of the Joint Venture agreement with its bid. The Joint Venture agreement must show that the DBE firm will be responsible for a clearly defined portion of the work to be performed, and that the DBE firm’s capital contribution, control, management, risks and profits are commensurate with its ownership interest.

2. Further, if the Bidder is counting the DBE joint venture’s participation in the Joint

Venture toward meeting the DBE goal on Schedule B, the Joint Venture agreement must include specific details related to: 1) contributions of capital and equipment by each Joint Venture member; 2) work items to be performed by the DBE’s own forces and the dollar value thereof; 3) work items to be performed under the supervision of the DBE; 4) the DBE’s management, supervisory and operating personnel to be dedicated to the performance of the project and the dollar value thereof; and (5) the authority of each joint ventures to contractually obligate the Joint Venture and to expend funds. Failure to submit a copy of a Joint Venture agreement that addresses each of the foregoing requirements will result in the DBE participation in the Joint Venture being ineligible for counting toward the DBE goal and cause the Joint Venture to be considered by the Authority to be non-responsible and its bid to be non-responsive.

G. Bidders List

The Bidder must also submit a Bidder’s List at the time of bid, consisting of information about all Subcontractors that submitted a Bid or quote. The Bidders List will include the name, address including zip code, DBE/non-DBE status for the firm’s majority owner, NAICS code applicable to each scope of work the firm sought to perform in its bid, age of firm and the appropriate range of annual gross receipts. The Bidder should utilize the form found in CTA’s e-procurement platform. For solicitations that are eligible for FTA funding, failure to submit the Bidder’s List with the bid will result in the bid being deemed non-responsive and will be excluded from further consideration. However, should additional information or clarification be required, it must be provided within five (5) business days of request. For solicitations that are not eligible for FTA funding, the Bidder’s List must be submitted with the bid/ proposal or within five (5) business days of CTA’s request.

VIII. REPORTING REQUIREMENTS DURING THE TERM OF THE CONTRACT

A. The Bidder shall, within seven (7) calendar days of contract award, or prior to any work being performed by any Subcontractor of any tier, execute written subcontracts or purchase orders with the Subcontractors included in the Bid. In the event the Bidder cannot complete the agreement with one or more Subcontractors within this seven (7) day period, the Bidder must provide a written explanation for the delay and an estimated date by which the written agreement will be completed to the DBE Liaison Officer. These written agreements shall be made available to the DBE Liaison Officer upon request. All contracts between the Bidder and its Subcontractors must contain the following clauses as set forth in section IX and XI herein: prompt payment clause, retainage clause, and non-discrimination clause.

B. The Contractor must utilize the Authority’s Contract Management System (“B2GNow”), https://cta.dbesystem.com/, which provides the Contractor an easy-to-use, web-based service for reporting payments rendered to all Subcontractors.

The Contractor will receive an electronic alert for every payment received from the Authority and must report all Subcontractor payments in CTA’s contract management system no later than seven (7) calendar days after paying the Subcontractor(s). Failure to follow these directions may delay payment.

C. The Contractor will be expected to respond to desk audits performed at the contract’s quarterly milestones. Requests for information will include, but are not limited to, subcontractor invoices and proof of payment (i.e. cancelled check or electronic fund transfer (“EFT”) statement).

IX. PROMPT PAYMENT TO SUBCONTRACTORS

A. The Contractor is required to pay each first tier Subcontractor for all Work that the Subcontractor has performed to the satisfaction of the CTA no later than fourteen (14) days after the Contractor has received payment from the CTA for that Work, and each tier of

Subcontractors must likewise pay the next lower tier of Subcontractors within fourteen (14) calendar days after receiving payment. The Contractor agrees to include these assurances in all subcontracts and require its Subcontractors to include these assurances in their subcontracts.

B. If this Contract provides for retainage, the CTA will make partial payments of retainage amounts for distinct portions of the Work that have been satisfactorily completed; the Contractor must then remit to each first-tier Subcontractor its share of any retainage within fourteen (14) days after receipt of such retainage from CTA, and each tier of Subcontractors must likewise remit retainage to the next lower tier of Subcontractors within fourteen (14) 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.

Retainage must be reported in CTA contract management system. The Contractor agrees to include these assurances in all subcontracts and require its Subcontractors to include these assurances in their subcontracts.

C. A delay in or postponement of payment to the Subcontractor requires good cause and prior written approval of the Authority.

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

E. The Authority will not pay the Contractor for work performed unless and until the Contractor ensures that the Subcontractors have been promptly paid for the work they have performed under all previous payment requests, as evidenced by the filing with the Authority of lien waivers, canceled checks (if requested) and the Contractor’s sworn statement that it has complied with the prompt payment requirements. Prime Contractors must submit a prompt payment affidavit (form to be provided by the Authority) which identify each Subcontractor (both DBE and non-DBE) and the date and amount of the last payment to such Subcontractor, with every payment request filed with Authority, except for the first payment request, on every contract with the Authority.

F. 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 may also be subject to the provisions of 50 ILCS 505/9.

X. DBE SUBSTITUTIONS

A. Arbitrary changes by the Bidder of the DBE participation commitments previously indicated in Schedule D are prohibited. No changes may be made by the Bidder to the DBE firms listed on Schedule D after the opening of Bids but prior to contract award. However, in the event the Purchasing Agent, after consulting with the Diversity Programs Department, determines that a critical DBE Subcontractor is non-responsible, the Authority may require that Bidder replace the non-responsible DBE Subcontractor prior to contract award. In that event, Bidder must replace the non-responsible DBE Subcontractor with a responsible, certified DBE Subcontractor or document adequate good faith efforts as set forth in Section V hereof, must submit all information required in subsection C.5 hereof, and must receive the prior written approval of the DBE Liaison Officer for such substitution.

B. Further, after contract award, the Contractor shall neither terminate a DBE subcontract for convenience, nor reduce the scope of the work to be performed by a DBE, nor decrease the price to a DBE, without receiving prior written approval of the DBE Liaison Officer. Such approval is required even if the DBE agrees with the change to the DBE’s Subcontract desired by the Contractor.

C. It may become necessary, at times, for the Contractor to substitute a Subcontractor in order to complete the contract work. The substitution procedure to be followed when the Subcontractor being substituted is a DBE is:

1. The Contractor must immediately notify the Purchasing Agent and the DBE Liaison

Officer, in writing, of the proposed substitution of Subcontractor. The Contractor’s notification must include the specific reasons it intends to reduce the scope of or terminate a DBE subcontract; adequate documentation to support the Contractor’s proposed action; and a proposed substitute firm to complete the DBE’s portion of work.

2. Before transmitting the request for substitution to the Director, Diversity Programs, the contractor must give notice in writing to the DBE subcontractor of its intent to terminate and/or substitute and the reason for the request. The Contractor must give the DBE five (5) calendar days to respond to the request and advise the Authority and the Contractor of the reasons, if any, why it objects to the proposed termination of its subcontract. If required in a particular case as a matter of public necessity (e.g., safety), the Contractor may provide a response period shorter than five days.

3. The following is a non-exclusive list of the types of reasons, which justify substitution:

the DBE was found not to be able to perform, or not to be able to perform on time; the DBE’s work product was not acceptable; the DBE demands an unreasonable escalation of its price.

4. The following is a non-exclusive list of the types of reasons which do not justify substitution: a replacement firm has been recruited by the Contractor to perform the same work under more advantageous terms; performance issues by the DBE were disputed and every reasonable effort to have the dispute resolved or mediated has not been taken; the DBE has requested a reasonable price escalation which may be justified due to unforeseen circumstances (e.g., a change in scope of DBE’s work).

5. If the Subcontractor to be substituted for the DBE is not a DBE, the Contractor must document adequate good faith efforts as set forth in Section V hereof.

6. The Contractor’s request for approval of a substitution must include the name, address, and principal official of the proposed substitute Subcontractor and the dollar value and scope of work of the proposed subcontract. If the new Subcontractor is a DBE, all DBE affidavits and documents required by Schedule C shall be attached.

7. The Authority will evaluate the submitted documentation and respond within fifteen

(15) calendar days to the request for approval of the substitution. The Authority’s response may approve the request, seek more information, and request an interview to clarify the problem or reject the proposed DBE substitution, with the reasons for the rejection stated in the Authority’s response. In the case of an expressed emergency need to receive the necessary decision for the sake of job progress, the Authority will respond as soon as practicable.

8. Actual substitution by the Contractor may not be made prior to the Authority’s approval. Once notified of the Authority’s approval, the substitute subcontract must be executed within five (5) calendar days, and a copy submitted to the DBE Liaison Officer.

D. The Authority will not approve extra payment for escalated costs incurred by the Contractor when a substitution of Subcontractors becomes necessary in order to comply with the DBE requirements of the contract.

XI. NON-COMPLIANCE

A. Failure to comply with the DBE requirements of the contract or with the DBE substitution procedures or failure to use DBEs as stated in the Bid constitutes a material breach of contract. The DBE Liaison Officer shall have the discretion to recommend to the Authority’s Purchasing Agent that the Authority apply suitable sanctions to the Contractor if the Contractor is found to be in non-compliance with the DBE requirements. Such sanctions include, but are not limited to, withholding payment to the Contractor until corrective action is taken; suspension and/or termination of the contract, in whole or in part;

declaring the Contractor non-responsible; and debarring or suspending the Contractor from entering into future contracts with the Authority.

B. The failure by the Contractor to use a DBE Subcontractor to the extent the Contractor committed to use said DBE gives the underutilized DBE specific contract remedies, including the right to damages, the right to resolve the dispute by binding arbitration before an independent arbitrator and the right to recover its reasonable expenses, including attorneys’ fees, if the DBE is the prevailing party, as follows:

1. Damages. In the event the Contractor has not complied with the contractual DBE percentage and the change to the contractual DBE usage has not been approved by the Authority, an affected DBE may recover from the Contractor damages suffered by said DBE as a result of being underutilized. This provision is intended for the benefit of any DBE affected by underutilization and grants such entity third party beneficiary rights under the contract. Any rights conferred by this provision are non-waivable and take precedence over any conflicting provisions in the agreement between the Contractor and the DBE.

2. Arbitration procedures. If requested by the DBE, the DBE shall have the right to initiate binding arbitration of any dispute concerning damages suffered as a result of being underutilized. A DBE desiring to arbitrate must notify the Contractor in writing to initiate the arbitration process. Unless the affected parties agree to a different schedule in writing, within ten (10) days of receipt by the Contractor of the intent to arbitrate from the DBE, the above-described disputes must be arbitrated in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), a not-for-profit agency, with an office at 225 North Michigan Avenue, Suite 2527, Chicago, Illinois 60601-7601. All such arbitrations must be initiated by the DBE filing a demand for arbitration with the AAA; must be conducted by the AAA; and must be held in Chicago, Illinois.

3. Fees. All fees of the arbitrator are the initial responsibility of the DBE; provided, however, that the arbitrator is authorized to award reasonable expenses, including attorneys’ and arbitrator fees, as damages to a prevailing DBE.

4. Entry of judgment. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

C. In addition, federal and state laws apply to false representations, deception and fraud:

1. Illinois Law. Under Illinois law, it is a Class 2 felony to make certain false representations as to the status of a person or entity in obtaining a governmental contract. In addition, any person convicted of this felony offense must pay to the governmental unit that issued the contract a penalty equal to one and a half times the amount of the contract. (720 ILCS 5/17-29)

2. Federal Law. False, fraudulent, or deceitful statements made in connection with DBE participation in DOT assisted programs could also result in liability under 49 CFR Part 31, Program Fraud and Civil Remedies and possible prosecution under 18 U.S.C.

1001.

D. If the Contractor does not pay any Subcontractor listed on a pay request or return a Subcontractor’s retainage within the time limits required under the Prompt Payment provision of the contract, the Contractor must pay the Subcontractor an additional amount for interest at the lower of one percent (1%) per month or the highest lawful rate on the outstanding balance, for each month, prorated per diem for any partial month, that the Contractor fails or refuses to pay the Subcontractor. All agreements between the Contractor and its Subcontractors must provide for interest as set forth herein for all contracts.

E. 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 DOT-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 such other remedy as the Authority deems appropriate, which may include but is not limited to:

1) Termination of contract;

2) Assessing sanctions;

3) Withholding monthly progress payments;

4) Liquidated damages; and/or

5) Disqualifying the contractor from future bidding as non-responsible.

The Contractor agrees to include this assurance in all subcontracts and require its Subcontractors to include these assurances in their subcontracts.

The Contractor and Subcontractor shall comply with the requirements of the Illinois Human Rights Act (775 ILCS 5/1-100, et seq.) and the Illinois Public Works Employment Discrimination Act (775 ILCS 5/10/0.01, et seq.) and shall refrain from unlawful discrimination under Illinois law in the performance of this contract. The 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 such other remedy as the Authority deems appropriate. The Contractor agrees to include this assurance in all subcontracts and require its Subcontractors to include these assurances in their subcontracts.

F. The Contractor certifies to the best of its knowledge and belief that it, its principals and any subcontractors used in the performance of this contract, meet the Authority’s requirements and have not violated any City or sister agency policy, codes, state, federal, or local laws, rules or regulations and have not been subject to any debarment, suspension or other disciplinary action by any government agency. Additionally, if at any time the contractor becomes aware of such information, it must immediately disclose it to the Authority.

XII. RECORD KEEPING

The Contractor shall maintain records of all relevant data with respect to the utilization of DBEs and shall retain these records for a period of at least three (3) years after final acceptance of the work. Full access to said records shall be granted to the Authority, its Federal and/or State funding agencies, the U.S. Department of Justice, the USDOT, the Illinois Office of Inspector General and any duly authorized representatives thereof.

XIII. DBE FINANCIAL INSTITUTIONS

The Bidder is encouraged to utilize financial institutions owned and controlled by socially and economically disadvantaged individuals and community banks as defined by 49 CFR 26.27.”

ARTICLE 2

WORKFORCE INITIATIVES

WORKFORCE INITIATIVES

CONTRACT NUMBER: ______________________________________________

I. POLICY AND TERMS

A. The policy of the Chicago Transit Authority (CTA or Authority) is to implement actions and policies to increase the participation of economically disadvantaged and/or dislocated workers in the labor force of its contractors and create training and skill improvement opportunities on its projects where possible.

B. To achieve this, the CTA has established the following goals, as each is define herein and hereinafter together referred to as “Workforce Goals”, for certain percentages of the total construction and craft labor hours (“labor hours”) to be performed by certain qualified workers on the Contract.

C. The Workforce Goals are expressed as a percentage of the total labor hours logged on the Contract, inclusive of all amendments, modifications, options and change orders, by the Contractor and all Subcontractors.

D. The Workforce Goals are evidenced through certified payrolls submitted to the CTA by the Bidder on behalf of itself and any Subcontractors. A worker’s labor hour may qualify for multiple Workforce Goals to the extent that such worker qualifies in each such category.

E. The Bidder may also meet a Workforce Goal by documenting good faith efforts, as set forth in Section VII hereof, in the event that, at the end of the contract, the Bidder does not meet one or more of the Workforce Goals.

II. DEFINITIONS

A. “Authority” means the Chicago Transit Authority.

B. “Apprentice” means a worker who meets the requirements of the definition of an

“Apprentice” as defined in 29 CFR 29, including any “apprentice” from signatory Unions performing work on the Contract pursuant to the terms of the CTA’s Multi-Project Labor Agreement.

C. “Bid” means a Contractor’s response to a solicitation from the CTA Purchasing Department, including, as applicable, Invitation for Bids (IFB), Letters of Interest and Qualifications (LIQ), Request for Proposal (RFP), Request for Qualifications (RFQ), Work Order

Apprentice Goal: Careers Opportunity Goal: Service Area Economically Disadvantaged Area Goal:

Solicitations, or Task Order Solicitations.

D. “Bidder” means a firm or organization that submits as a prime contractor for a Bid; includes bidder and contractors. The terms “Bidder” and “Contractor” are used interchangeably in these Special Conditions.

E. “Good Faith Efforts” means efforts to achieve one or more of the Workforce Goals as specified in Section VII hereof.

F. “New Hire” means an Apprentice, Section 3 Worker, WIOA Worker, or Service Area EDA

Resident that is hired by the Contractor or a Subcontractor and whose hire date is after the date of execution of the Contract.

G. “Section 3 Worker” means any worker who currently fits or when hired within the past five years fit at least one of the following categories: 1) the worker’s income for the previous or annualized calendar year is below the income limit established by the U.S. Department of Housing and Urban Development (HUD), 2) the worker is employed by a Section 3 business concern, or 3) the worker is a YouthBuild participant, in each case as described and defined in 24 CFR 75.5. An individual’s hours will be recognized for credit under the Careers Opportunity Goal as long as they qualify as a Section 3 Worker under the Section 3 Regulations.

H. “Service Area” means the CTA’s statutory service area, defined in the Metropolitan Transit Authority Act, 70 ILCS 3605/3, as being “All the territory in the County of Cook, State of Illinois, lying east of the east line of Range Eleven, East of the Third Principal Meridian of the United States Government Survey.”.

I. “Service Area Economically Disadvantaged Area” or “Service Area EDA” means an area defined by the boundaries of any ZIP code which (1) meets the applicable threshold for median household income, and (2) is in located, in whole or in part, within the Service Area, as included in the list made available on the CTA website at the time of the Bid, at https://www.transitchicago.com/dbe/workforce-initiatives/.

J. “Service Area EDA Resident” means an individual who lives in a ZIP code listed as a

Service Area EDA ZIP code, in each case based on the individual’s state-issued identification or other proof of residency. An individual’s hours will be recognized for credit under the Service Area EDA Goal for the life of the contract beginning with the first payroll they appear on with an address within the Service Area EDA ZIP code list.

K. “Subcontractor” means the individual or firm that has a subcontract of any tier to that of the

Contractor to provide materials, equipment, supplies, services or labor is performed.

L. “WIOA Worker” means an economically disadvantaged or dislocated worker who meets the eligibility requirements under the Workforce Innovation and Opportunity Action (“WIOA”), 29 USC § 3102 and its implementing regulations 20 CFR 680, as determined by a WIOA workforce center.

M. “Workforce Partner” means one or more consultants procured by CTA to assist with the implementation of the Workforce Goals.

N. “Workforce Plan” means any commitments in the Contractor’s Bid with respect to its workforce outreach and training programs or meeting the Workforce Goals.

III. APPRENTICE GOAL

A. The aforementioned percentage of labor hours should be attained by hiring and utilizing Apprentices.

B. The Contractor is responsible for submitting Apprentice Certificates to CTA for each Apprentice through LCPtracker in order to receive credit by no later than 5 business days after the end of the Apprentice’s first week of work. Apprentice Certificates documentation must be re-submitted every ninety (90) days.

C. For any Contract where the total labor hours exceed 50,000, 10% of the hours worked under this goal must be worked by New Hires.

IV. CAREERS OPPORTUNITY GOAL

WIOA Workers or Section 3 Workers.

B. The Contractor is responsible for submitting verification documentation from a WIOA workforce center to CTA for each WIOA Worker through LCPtracker in order to receive credit by no later than 5 business days after the end of the WIOA Worker’s first week of work. WIOA verification documentation is valid for five (5) years from date of enrollment.

WIOA verification renewal documentation must be submitted thirty (30) prior to expiration.

C. The Contractor is responsible for submitting verification documentation to CTA for each

Section 3 Worker through LCPtracker in order to receive credit by no later than 5 business days after the end of the Section 3 Worker’s first week of work. Section 3 Resident’s verification documentation must be re-submitted in the event of a change in Section 3 status.

D. For any Contract where the total labor hours exceed 50,000, 10% of the hours worked under this goal must be worked by New Hires.

V. SERVICE AREA ECONOMICALLY DISADVANTAGED AREA GOAL

Service Area EDA Residents.

B. The Contractor and their subcontractor(s) are responsible for submitting verification documentation to CTA for the status of each Service Area EDA Resident in order to receive credit by no later than 5 business days after the end of the Service Area EDA Resident’s first week of work. In the event of an address change of the Service Area EDA Resident the employee record must be updated to reflect the new address. Once status is confirmed for an Service Area EDA Resident, that individual will continue to count for credit for the life of

C. For any Contract where the total labor hours exceed 50,000, 10% of the hours worked under this goal must be worked by New Hires.

VI. TRACKING

A. Contractor and their subcontractor(s) must report labor hours for all Workforce Goals via certified payroll using CTA’s web-based reporting tool, LCPtracker, within 5 business days of the end of the applicable work week.

B. Each report of labor hours will be deemed to include a certification by the Contractor and any

Subcontractor, as applicable, that the labor hours reported are true and correct, and that the status of any worker who qualified under the Workforce Goals continues to hold the relevant status (Apprentice, Section 3 Worker, WIOA Worker, or Service Area EDA Resident, as applicable) as of the date the hours are reported. All documentation establishing the relevant status of each applicable worker must be retained and made available for inspection in accordance with the requirements of the Contract for retention and inspection of records.

C. The Contractor and their Subcontractor(s) are responsible for verifying workers’ addresses and inputting accurate addresses for each worker into LCPtracker, on or before any time for that worker is submitted.

D. CTA staff will conduct site visits throughout the Contract to interview employees.

Contractors and their Subcontractor(s) are responsible for making employees available for interviews including, but not limited to, confirming their name, address, craft, and rate of pay.

VII. WORKFORCE PARTNERS

A. The CTA, from time to time, may procure one or more Workforce Partners to assist with outreach and recruitment efforts to inform qualified candidates about job opportunities on CTA projects, and assist such candidates with WIOA Worker certification, entry into pre-apprenticeship and apprentice programs to become Apprentices, and related requirements related to Workforce Goals. Workforce Partners are intended to assist with the creation of a pool of candidates that are eligible to be hired by the Contractor.

B. The Contractor and their subcontractor(s) as applicable will partner with any Workforce

Partner to host community outreach and recruitment events as needed and will utilize any Workforce Partners candidate pools as a hiring resource to meet the Workforce Goal.

C. Notwithstanding the efforts of any Workforce Partners, or any successes or failures of any Workforce Partners, it is the Contractor’s obligation to (1) meet the Workforce Goal and (2) recruit and hire a workforce with the technical abilities and skills to achieve all requirements of the Contract.

VIII. REPORTING

A. No later than 30 Days after Notice to Proceed, the Contractor will provide a projection of the number of labor hours for each Workforce Goal expected to be created and/or retained by this Contract, whether from the Contractor’s own workforce or any Subcontractor.

B. To the extent that the Contractor submitted a…