MASTER SERVICES AGREEMENT

EXHIBIT 2

MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES (CCH GC-19)

(COOK COUNTY ORDINANCE CHAPTER 34, DIVISION 8)

I. POLICY AND GOALS

A. It is the policy of County of Cook, hence of CCH, to prevent discrimination in the award of or participation in County contracts and to eliminate arbitrary barriers for participation in such contracts by local businesses certified as Minority-owned Business Enterprises (“MBE”) or Women-owned Business Enterprises (“WBE”) as both prime and sub-contractors. In furtherance of this policy, the Cook County Board of Commissioners has adopted a Minority- and Women-Owned Business Enterprise General Ordinance set forth in Cook County Code of Ordinances Section 34-260 et seq. ("MBE/WBE Ordinance") at (https://library.municode.com/il/cook_county/codes/ code_of_ordinances?nodeId=ptigeor_ch34fi_artivprco_div8miomnebuen), which establishes annual goals for MBE and WBE participation, such as the following:

Contract Type Goals

MBE WBE

Goods and Services 25% 10% Construction 24% 10% Professional Services 35% Overall

B. The County and CCH may set contract-specific goals, based on the availability of MBEs and WBEs that are certified to provide commodities or services specified in a solicitation document. The MBE/WBE participation goals for each contract are stated in the Special Conditions. A Bid, Quotation, or Proposal shall be rejected if County or CCH determines that it fails to comply with this GC-19 in any way, including (i) failing to state an enforceable commitment to achieve for this contract the identified MBE/WBE contract goals; or (ii) failing to include a Petition for Reduction/Waiver, which states that the goals for MBE/WBE participation are not attainable despite the Bidder or Proposer good faith efforts, and explains why. If a Bid, Quotation, or Proposal is rejected by County or CCH, then County or CCH may solicit a new Bid, Quotation, or Proposal if the public interest is served thereby. The Office of Contract Compliance has determined that the participation for this specific contract is 35% MWBE participation.

C. To the extent that a Bid, Quotation, or Proposal includes a Petition for Reduction/Waiver that is approved by the Office of Contract Compliance, the contract specific MBE and WBE participation goals may be achieved (i) by the proposed Bidder or Proposer’s status as an MBE or WBE; (ii) by the Bidder or Proposer’s enforceable joint-venture agreement with one or more MBEs and/or WBEs; (iii) by the Bidder or Proposer entering into one or more enforceable subcontracting agreements with one or more MBE and WBE; (iv) by the Bidder or Proposer establishing and carrying out an enforceable mentor/protégé agreement with one or more MBEs and WBEs; (v) by the Bidder or Proposer actively engaging the Indirect Participation of one or more MBEs and WBEs in other aspects of its business; or (vi) by any combination of the foregoing, provided the Utilization Plan evidences a commitment to meet the MBE and WBE contract goals set forth in Paragraph 1.B, as approved by the Office of Contract Compliance.

D. A single Person (as defined in the Procurement Code) may not be utilized as both a MBE and a WBE on the same contract, whether as a contractor, subcontractor or supplier.

https://library.municode.com/il/cook_county/codes/code_of_ordinances?nodeId=ptigeor_ch34fi_artivprco_div8miomnebuen https://library.municode.com/il/cook_county/codes/code_of_ordinances?nodeId=ptigeor_ch34fi_artivprco_div8miomnebuen

E. Unless specifically waived in the Bid or Proposal Documents, GC-19, the MBE/WBE Ordinance, and the policies and procedures promulgated thereunder shall govern. If there is a conflict between GC-19, the MBE/WBE Ordinance or the policies and procedures, the MBE/WBE Ordinance shall control.

F. A contractor’s failure to carry out its commitment regarding MBE and WBE participation in the course of the contract’s performance may constitute a material breach of the contract. If such breach is not appropriately cured, it may result in withholding of payments under the contract, contractual penalties, disqualification and any other remedy provided for in Division 4 of the Procurement Code and at law or in equity.

II. REQUIRED BID OR PROPOSAL SUBMITTALS

A Bidder or Proposer shall document its commitment to meeting the contract specific MBE and WBE participation goals by submitting a Utilization Plan with the Bid or Proposal. The Utilization Plan shall include (1) one or more Letter(s) of Intent from the relevant MBE and WBE firms; and (2) current Letters of Certification that the relevant firms are MBE or WBE. Alternatively, the Bidder or Proposer shall submit

(1) a written Petition for Reduction/Waiver with the Bid, Quotation or Proposal, which documents its preceding good faith efforts and an explanation of its inability to meet the goals for MBE and WBE participation. The Utilization Plan shall be submitted at the time that the bid or proposal is due. Failure to include a Utilization Plan will render the submission not Responsive and shall be cause for County Director of Supply Chain Management (“SCM Chief Procurement Officer”) to reject the Bid or Proposal.

A. MBE/WBE Utilization Plan. Each Bid or Proposal shall include a complete Utilization Plan, as set forth on Form 1 of the M/WBE Compliance Forms. The Utilization Plan shall include the name(s), mailing address, email address, and telephone number of the principal contact of the relevant MBE and WBE firms. If the Bidder or Proposer submits a Bid or Proposal, and any of its subcontractors, suppliers or consultants are certified MBE or WBE firms, the Bid or Proposal shall identify them as MBEs or WBEs within the Utilization Plan

1. Letter(s) of Intent. Except as set forth below, a Bid or Proposal shall include, as part of the Utilization Plan, one or more Letter(s) of Intent, as set forth on Form 2 of the M/WBE Compliance Forms, executed by each MBE and WBE and the Bidder or Proposer. The Letter(s) of Intent will be used to confirm that each MBE and WBE shall perform work as a subcontractor, supplier, joint venture, or consultant on the contract. Each Letter of Intent shall indicate whether and the degree to which the MBE or WBE will provide goods or services directly or indirectly during the term of the contract. The box for direct participation shall be marked if the proposed MBE or WBE will provide goods or services directly related to the scope of the contract. The box for Indirect participation shall be marked if the proposed MBE or WBE will not be directly involved in the contract, but will be utilized by the Bidder or Proposer for other services not related to the Contract. Indirect Participation shall not be counted toward the participation goal. Each Letter of Intent shall accurately detail the work to be performed by the relevant MBE or WBE firm, the agreed dollar amount, the percentage of work, and the terms of payment. Failure to include Letter(s) of Intent will render the submission not Responsive and shall be cause for the SCM Chief Procurement Officer to reject the Bid or Proposal. All Bids and Proposals must conform to the commitments made in the corresponding Letter(s) of Intent, as may be amended through change orders. The Contract Compliance Director may at any time request supplemental information regarding Letter(s) of Intent, and such information shall be furnished if the corresponding Bid or Proposal is to be deemed Responsive.

2. Letter(s) of Certification. Only current Letter(s) of Certification from one of the following entities may be accepted as proof of certification for MBE/WBE status, provided that County’s requirements for certification are met:

• County of Cook

• City of Chicago

Persons that are currently certified by the City of Chicago in any area other than Construction/Public Works shall also complete and submit a MBE/WBE Reciprocal Certification Affidavit along with a current letter of certification from the City of Chicago. This Affidavit form can be downloaded from www.cookcountyil.gov/contractcompliance. The Contract Compliance Director may reject the certification of any MBE or WBE on the ground that it does not meet the requirements of the MBE/WBE Ordinance or the policies and rules promulgated thereunder.

3. Joint Venture Affidavit. In the event a Bid or Proposal achieves MBE and/or WBE participation through a Joint Venture, the Bid or Proposal shall include the required Joint Venture Affidavit, which can be downloaded from www.cookcountyil.gov/contractcompliance. The Joint Venture Affidavit shall be submitted with the Bid or Proposal, along with current Letter(s) of Certification.

B. Petition for Reduction/Waiver. In the event a Bid or Proposal does not meet the contract specific goals for MBE and WBE participation, the Bid or Proposal shall include a Petition for Reduction/Waiver, as set forth on Form 3. The Petition for Reduction/Waiver shall be supported by sufficient evidence and documentation to demonstrate the Bidder or Proposer’s good faith efforts in attempting to achieve the applicable MBE and WBE goals and its inability to do so, despite its good faith efforts, Failure to include Petition for Reduction/Waiver will render the submission not Responsive and shall be cause for the SCM Chief Procurement Officer to reject the Bid or Proposal.

III. REDUCTION/WAIVER OF MBE/WBE GOALS—GRANTING OR DENYING REDUCTION/WAIVER

REQUEST

A. The adequacy of the good faith efforts to utilize MBE and WBE firms in a Bid or Proposal will be evaluated by the Contract Compliance Director (“CCD”) under such conditions as are set forth in the MBE/WBE Ordinance, the policies and rules promulgated thereunder, and the “Petition for Reduction/Waiver of MBE/WBE Participation Goals” Form 3 of the M/WBE Compliance Forms.

B. With respect to a Petition for Reduction/Waiver, the sufficiency or insufficiency of a Bidder or Proposer’s good faith efforts shall be evaluated by the CCD as of the date upon which the corresponding Bid or Proposal was due.

C. The CCD or the duly authorized Waiver Committee may grant or deny the Petition for Reduction/Waiver based upon factors including: (i) whether sufficient qualified MBE and WBE firms are unavailable despite good faith efforts on the part of the Bidder or Proposer; (ii) the degree to which specifications and the reasonable and necessary requirements for performing the contract make it impossible or economically infeasible to divide the contract into sufficiently small tasks or quantities so as to enable the Bidder or Proposer to utilize MBE and WBE firms in accordance with the applicable goals;

http://www.cookcountyil.gov/contractcompliance

(iii) the degree to which the prices or prices required by any potential MBE or WBE are more that 10% above competitive levels; and (iv) such other factors as are determined relevant by the CCD or the duly authorized Waiver Committee.

D. If the CCD or the duly authorized Waiver Committee determines that the Bidder or Proposer has not demonstrated sufficient good faith efforts to meet the applicable MBE and WBE goals, the CCD or the duly authorized Waiver Committee may deny a Petition for Reduction/Waiver, declare the Bid or Proposal non-responsive, and recommend rejection of the Bid, Quotation, or Proposal.

IV. CHANGES IN CONTRACTOR'S UTILIZATION PLAN

A. A Contractor, during its performance of the Contract, may not change the original MBE or WBE commitments specified in the relevant Utilization Plan, including: (i) terminating a MBE or WBE Contract; (ii) reducing the scope of the work to be performed by a MBE/WBE; or (iii) decreasing the price to a MBE/WBE, except as otherwise provided by the MBE/WBE Ordinance and according to the policies and procedures promulgated thereunder.

B. Where a Person listed under the contract was previously considered to be a MBE or WBE, but is later found not to be, or work is found not to be creditable toward the MBE or WBE goals as stated in the Utilization Plan, the Contractor shall seek to discharge the disqualified enterprise upon proper written notification to the CCD, and make every effort to identify and engage a qualified MBE or WBE as a replacement. Failure to obtain a MBE or WBE replacement within thirty (30) business days of the CCD's written approval of the removal of a purported MBE or WBE may result in the termination of the contract or the imposition of such remedies as authorized by the MBE/WBE Ordinance, unless a written Petition for Reduction/Waiver is granted allowing the Contractor to award the work to a Person that is not certified as a MBE or WBE.

V. NON-COMPLIANCE

If the CCD determines that the Contractor has failed to comply with its contractual commitments or any portion of the MBE/WBE Ordinance, the policies and procedures promulgated thereunder, or GC-19, the CCD shall notify the Contractor of such determination and may take any and all appropriate actions, as set forth in the MBE/WBE Ordinance or the policies and procedures promulgated thereunder, which include but are not limited to disqualification, penalties, withholding of payments or other remedies in law or equity.

VI. REPORTING/RECORD-KEEPING REQUIREMENTS

The Contractor shall comply with the reporting and record-keeping requirements in the manner and time established by the MBE/WBE Ordinance, the policies and procedure promulgated thereunder, and the CCD. Failure to comply with such reporting and record-keeping requirements may result in a declaration of contract default. Upon award of a contract, a Contractor shall acquire and utilize all Cook County reporting and record-keeping forms and methods, which are made available by the Office of Contract Compliance. MBE and WBE firms shall be required to verify payments made by and received from the Contractor.

VII. EQUAL EMPLOYMENT OPPORTUNITY

Compliance with MBE and WBE requirements will not diminish or supplant other legal Equal Employment Opportunity and Civil Rights requirements that relate to contractor and subcontractor obligations.

Any questions regarding the provision of GC-19 should be directed to:

Contract Compliance Director Cook County 118 North Clark Street, Room 1020 Chicago, Illinois 60602

(312) 603-5502

M/WBE Utilization Plan - Form 1 Revised: 01/29/2014

MBE/WBE UTILIZATION PLAN - FORM 1

BIDDER/PROPOSER HEREBY STATES that all MBE/WBE firms included in this Plan are certified MBEs/WBEs by at least one of the entities listed in the General Conditions – Section 19.

I. BIDDER/PROPOSER MBE/WBE STATUS: (check the appropriate line)

____ Bidder/Proposer is a certified MBE or WBE firm. (If so, attach copy of current Letter of Certification)

____ Bidder/Proposer is a Joint Venture and one or more Joint Venture partners are certified MBEs or WBEs. (If so, attach copies of Letter(s) of Certification, a copy of Joint Venture Agreement clearly describing the role of the MBE/WBE firm(s) and its ownership interest in the Joint Venture and a completed Joint Venture Affidavit – available online at www.cookcountyil.gov/contractcompliance)

____ Bidder/Proposer is not a certified MBE or WBE firm, nor a Joint Venture with MBE/WBE partners, but will utilize MBE and WBE firms either directly or indirectly in the performance of the Contract. (If so, complete Sections II below and the Letter(s) of Intent – Form 2).

II. Direct Participation of MBE/WBE Firms Indirect Participation of MBE/WBE Firms

NOTE: Where goals have not been achieved through direct participation, Bidder/Proposer shall include documentation outlining efforts to achieve Direct Participation at the time of Bid/Proposal submission. Indirect Participation will only be considered after all efforts to achieve Direct Participation have been exhausted. Only after written documentation of Good Faith Efforts is received will Indirect Participation be considered.

MBEs/WBEs that will perform as subcontractors/suppliers/consultants include the following:

MBE/WBE Firm: ____________________________________________________________________________

Address: __________________________________________________________________________________

E-mail: ___________________________________________________________________________________

Contact Person: ___________________________________ Phone: __________________________________

Dollar Amount Participation: $__________________________________________________________________

Percent Amount of Participation: _____________________________________________________________%

*Letter of Intent attached? Yes _______ No _______ *Current Letter of Certification attached? Yes _______ No _______

MBE/WBE Firm: ___________________________________________________________________________

Address: __________________________________________________________________________________

E-mail:____________________________________________________________________________________

Contact Person: ___________________________________ Phone: __________________________________

Dollar Amount Participation: $__________________________________________________________________

Percent Amount of Participation: _____________________________________________________________%

*Letter of Intent attached? Yes _______ No _______ *Current Letter of Certification attached? Yes _______ No _______

Attach additional sheets as needed.

* Letter(s) of Intent and current Letters of Certification must be submitted at the time of bid.

M/WBE Letter of Intent - Form 2 Revised: 1/29/14

MBE/WBE LETTER OF INTENT - FORM 2

M/WBE Firm:

Certifying Agency:

Contact Person:

Address:

Certification Expiration Date:

Ethnicity: ________________________________________

City/State: Zip: _____________

Bid/Proposal/Contract #:

Phone: __________________ Fax:

FEIN #: _________________________________________

Email:

Participation: [ ] Direct [ ] Indirect

Will the M/WBE firm be subcontracting any of the goods or services of this contract to another firm?

[ ] No [ ] Yes – Please attach explanation. Proposed Subcontractor(s):

The undersigned M/WBE is prepared to provide the following Commodities/Services for the above named Project/ Contract: (If more space is needed to fully describe M/WBE Firm’s proposed scope of work and/or payment schedule, attach additional sheets)

Indicate the Dollar Amount, Percentage, and the Terms of Payment for the above-described Commodities/ Services:

THE UNDERSIGNED PARTIES AGREE that this Letter of Intent will become a binding Subcontract Agreement for the above work, conditioned upon (1) the Bidder/Proposer’s receipt of a signed contract from the County of Cook; (2) Undersigned Subcontractor remaining compliant with all relevant credentials, codes, ordinances and statutes required by Contractor, Cook County, and the State to participate as a MBE/WBE firm for the above work. The Undersigned Parties do also certify that they did not affix their signatures to this document until all areas under Description of Service/ Supply and Fee/Cost were completed.

Signature (M/WBE)

Signature (Prime Bidder/Proposer)

Print Name

Print Name

Firm Name

Firm Name

Date

Date

Subscribed and sworn before me Subscribed and sworn before me this ____ day of , 20____. this ____ day of , 20____.

Notary Public Notary Public _______________________________

SEAL SEAL

PETITION FOR PARTIAL OR FULL WAIVER – FORM 3

Bidder/Proposer: _____________________________________________________________________________

Contract No./Title: _____________________________________________________________________________

A. BIDDER/PROPOSER HEREBY REQUESTS:

FULL MBE WAIVER PARTIAL MBE WAIVER

FULL WBE WAIVER PARTIAL WBE WAIVER

FULL DBE WAIVER PARTIAL DBE WAIVER

B. REASON FOR PARTIAL/FULL WAIVER REQUEST:

Bidder/Proposer shall check each item applicable to its overall reason for a waiver request.

Additionally, supporting documentation shall be submitted with this request.

(1) Lack of sufficient qualified MBEs and/or WBEs capable of providing the goods or services required by the contract.

(2) The specifications and necessary requirements for performing the contract make it impossible or economically infeasible to divide the contract to enable the contractor to utilize MBEs and/or WBEs in accordance with the applicable participation.

(3) Price(s) quoted by potential MBEs and/or WBEs are above competitive levels and increase cost of doing business and would make acceptance of such MBE and/or WBE bid economically impracticable, taking into consideration the percentage of total contract price represented by such MBE and/or WBE bid.

(4) There are other relevant factors making it impossible or economically infeasible to utilize MBE and/or WBE firms.

GOOD FAITH EFFORT TRANSPARENCY REPORT

C. GOOD FAITH EFFORTS TO OBTAIN PARTICIPATION (attach sheets as necessary as Schedule 1)

Bidder/Proposer shall explain and detail the following Good Faith Efforts undertook to meet Cook County’s contract specific goals.

1. Please attach to this form a detailed list of any and all PCEs, stating the PCE certification (MBE and/or WBE as defined by the Cook County Municipal Code) and with whom from the contacted PCEs the Bidder/Proposer engaged, contacted, and/or communicated with in the County’s Market Place;

Timelines:

a. When the Bidder/Proposer knew of the bid;

b. When the Bidder/Proposer contacted the PCE(s);

c. When the Bidder/Proposer formulated its bid and utilization plan;

and

d. When was the bid request due date.

2. The number of timely attempts to contact PCEs providing the type of supplies, equipment, goods, and/or services required for the Procurement, including but not limited to;

a. Dates of each contact attempt for each contacted PCE;

b. Whom, if anyone, the Bidder/Proposer communicated and/or corresponded (including written, virtual, digital, electronic, and other feasible methods of communication);

c. The number of unsuccessful attempts to communicate or correspond with PCEs; and

d. Attach copies of all solicitations to contacted PCEs.

3. How the Bidder/Proposer proposed to divide the procurement requirements into small tasks and/or quantities into economically feasible units to promote PCE participation.

4. Whether and to what degree the requesting party will endeavor to maximize indirect participation.

5. Detailed explanation of use, if any, of the Office of Contract and Compliance services and staff.

6. Detailed explanation of timely notification and usage of services and assistance provided by community, minority, and/or women business organizations.

7. Attach any other documentation relative to Good Faith Efforts in complying with

MBE and WBE participation.

GOOD FAITH EFFORT TRANSPARENCY REPORT

By signing below, I affirm under penalty of perjury the information provided in the Petition for Full or Partial Waiver/Good Faith Effort Transparency Report is truthful, accurate, and complete, to the best of my knowledge and capacity. I agree any finding of false, fraudulent, and/or otherwise misleading information will automatically disqualify the request for a waiver and Cook County’s Office of Contract Compliance reserves the right to pursue additional actions and/or remedies against the requesting Bidder/Proposer.

Signature and Title of Bidder/Proposer Title Date

Cook County Good Faith Efforts Transparency Report Guide

Classification Questions Yes No N/A Examples of Responsive Document(s)

Outreach/Notification Did the Bidder/Proposer attend a pre-bid meeting? Copy of Sign-in Sheet

Were any MBE, WBE or DBE firms in attendance at the pre-bid meeting? Copy of Sign-in Sheet

Did the bidder/proposer host a project specific outreach event? What type of outreach activities were conducted in an effort to recruit MBE, WBE or DBE firms

Copies of advertisement for outreach event showing event date and location; letter explaining how event was advertised

Did the bidder/proposer contact any Assist Agencies to help identify MBE, WBE or DBE firms?

Copies of emails sent to Assist Agencies with responses thereto; letter from Assist Agencies demonstrating efforts taken to recruit M/W/DBE firms

Did the bidder utilize the assistance of the Office of

Contract Compliance to help identify MBE, WBE or DBE firms? Copies of emails sent to OCC with responses thereto

Did the bidder/proposer provide evidence of invitations to bid that were sent directly to MBE, WBE or DBE firms?

Copies of Invitations to Bid sent to M/W/DBE firms.

Include Date invitation was sent, name of project, list of bid opportunities, identify location/times when plans/drawings/specs were available for viewing;

contact information of bidder/proposer; bid due date from M/W/DBE firm

Did the bidder/proposer identify the type of work opportunities available to M/W/DBE firms?

Copies of Invitations to bid sent to M/W/DBE firms including descriptions of work opportunities available.

Did bidder/proposer offer to divide work into economically feasible units to potential M/W/DBE firms?

Copies of Invitations to bid sent to M/W/DBE firms including descriptions of work opportunities available.

Negotiations

Did bidder/proposer engage in meaningful negotiation with

M/W/DBE firms?

Detailed list of M/W/DBE firms contacted including:

Firm name; Firm address; Firm phone number; name of contact; contact's phone number; contact's email address; type of work offered; nature of the solicitation

Cook County Good Faith Efforts Transparency Report Guide

Classification Questions Yes No N/A Examples of Responsive Document(s)

Did bidder/proposer submit copies of bid responses or proposals received from M/W/DBE firms? Copies of proposals submitted by M/W/DBE firms

Did bidder/proposer provide evidence of the outcome from negotiating with potential M/W/DBE firms?

Copies of emails, letters, subcontracts demonstrating evidence of negotiation between bidder/proposer and M/W/DBE firms.

Did the bidder/proposer give an explanation and/or proof of why M/W/DBE firms were not considered?

Letter providing a detailed explanation defining reasons for rejection, specifically why M/W/DBE firm(s) are unqualified, what steps were taken to verify the capabilities of the M/W/DBE firm, the names of the non-M/W/DBE firms that were selected for participation, and quotes from all firms.

Support

Did bidder/proposer offer to assist M/W/DBE firms is obtaining bonding, lines of credit or insurance as required per the specification?

Letter from the bidder/proposer identifying any bonding companies, insurance companies, banks, and/or finance companies to which the M/W/DBE firms were referred.

Did bidder/proposer make efforts to assist interested

M/W/DBE firms in obtaining necessary equipment, supplies, materials or related assistance or services?

Letter from the bidder/proposer identifying any suppliers and/or equipment rental companies to which the M/W/DBE firms were referred.

MASTER SERVICES AGREEMENT EXHIBIT 2 MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES (CCH GC-19)