Illinois State Toll Highway Authority

ATTACHMENT #7 - SPECIAL PROVISION FOR SERVICE-DISABLED VETERAN-OWNED

SMALL BUSINESS (SDVOSB) AND VETERAN-OWNED AND SMALL BUSINESS (VOSB)

PARTICIPATION

SPECIAL PROVISION FOR SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS

(SDVOSB) AND VETERAN-OWNED AND SMALL BUSINESS (VOSB) PARTICIPATION

1. POLICY STATEMENT

It is the goal of the Illinois State Highway Authority (“Illinois Tollway”) to promote and encourage: (i) the continued economic development of small businesses owned and controlled by qualified veterans, and (ii) the participation of qualified service-disabled veteran-owned small businesses SDVOSBs and VOSBs in the State's procurement process as both CM/GC Contractors and Subcontractors, 30 ILCS 500/45-57.

Consistent with this policy, it is the responsibility of all CM/GC Contractors who directly or indirectly work on Illinois Tollway CM/GC contracts to ensure full and fair opportunities for SDVOSBs and VOSBs to compete in those contracts as well as fully comply with this Special Provision.

2. CONTRACT SDVOSB/VOSB PARTICIPATION GOALS

This Contract includes Contract-specific SDVOSB/VOSB participation goals of zero (0) % for

Professional Services work and zero point five (0.5) % for construction work. These goals were based on the availability of the State of Illinois Commission on Equity and Inclusion (CEI) certified

SDVOSB/VOSB firms to perform or provide the anticipated services and/or supplies required by the

Contract.

The SDVOSB/VOSB participation goals are applicable to all Proposals. In addition to the other evaluation criteria established for this Project, the Illinois Tollway will execute Phase Two Amendments to this

Contract to a CM/GC Contractor that makes a commitment to meet the Contract SDVOSB/VOSB goals through an initial Utilization Plan with Letters of Intent and SDVOSB/VOSB Performance Plan. The

Contract SDVOSB/VOSB goals are also applicable to Change Orders within the scope of work to be performed by the certified SDVOSB/VOSB firm which includes the SDVOSB/VOSB Achievement

Strategy. If the CM/GC Contractor is a CMS certified SDVOSB/VOSB firm, and their participation can meet the Contract SDVOSB/VOSB Construction goals, then no subcontracting with CMS certified

SDVOSB/VOSB firms will be required. However, the CM/GC Contractor must submit a SDVOSB/VOSB

Utilization Plan indicating that the Contract SDVOSB/VOSB Construction participation goals will be met by self-performance. The SDVOSB/VOSB participation goals will be calculated based on the amount of construction work identified in the RFP documents. The SDVOSB/VOSB participation goals will be re-assessed by Illinois Tollway in the event the Contract is modified, or a Change Order has been issued.

The SDVOSB/VOSB goals are separate and distinct from the DBE goals. A single firm may not be utilized to achieve credit toward both DBE and SDVOSB/VOSB goals on the Project, except when such firm is the

CM/GC Contractor that is certified as both a DBE and SDVOSB/VOSB and they will commit to meeting the goal by self-performing the same or greater percentage of work under the Contract as the DBE and

SDVOSB/VOSB goals added together.

3. Definitions

For the purposes of this Special Provision, the following terms shall have the following meanings:

Affiliate of a person or entity means a person or entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity. In determining Affiliation, the Illinois Tollway shall consider all appropriate factors, including common ownership, common management, and contractual relationships.

Award shall mean the notice of award of the Project to the successful best value Proposer, contingent upon approval of the Contract by the Illinois State Toll Highway Authority Board of Directors.

Baseline Schedule shall mean a logic-based schedule for all work from commencement of the work leading up to each Completion Deadline(s). The Baseline Contract Schedule is prepared by CM/GC Contractor in accordance with the Critical Path Method (CPM) and the Contract Documents, consistent with the Proposal

Schedule and approved Revised Baseline Contract Schedule(s). The Baseline Contract Schedule is subject to approval of the Illinois Tollway. The Illinois Tollway-approved logic-based Critical Path Method schedule for all work from commencement of the work leading up to each Completion Deadline(s), to be prepared by the CM/GC Contractor consistent with and reflecting the Proposal Schedule and Illinois

Tollway-approved Revised Baseline Contract Schedule(s), and in accordance with the Contract Documents.

Broker means a person or entity that fills orders by purchasing or receiving supplies from a third-party supplier rather than out of its own existing inventory and provides no substantial service other than acting as a conduit between his or her supplier and his or her customer.

Change Order shall mean a written order to CM/GC Contractor issued by the Illinois Tollway ordering a change in the work resulting in an adjustment in the Contract price or in Completion Deadline(s). Approved work orders and resolved claims may result in a change order if such work orders and resolved claims necessitate an adjustment to the Contract price or to Completion Deadline(s).

Commercially Useful Function means responsibility for the execution of a distinct element of the work of the Contract, which is carried out by actually performing, managing, and supervising the work involved, or fulfilling responsibilities as a SDVOSB/VOSB Joint Venture partner.

Contingency Work is the anticipated work within the scope of the project which is included in the project to cover the work of such an uncertain nature that the location or quantity could not be identified prior to awarding the Contract.

Contract shall mean the contract entered into between the Illinois Tollway and the CM/GC Contractor for design phase one services and construction of the Project.

Good Faith Efforts means actions undertaken by a CM/GC Contractor to achieve the Contract’s respective

Professional Services and construction SDVOSB/VOSB participation goals. Upon the Illinois Tollway’s sole determination, the scope, intensity and appropriateness of these actions can reasonably be expected to fulfill both SDVOSB/VOSB participation goals.

Initial SDVOSB/VOSB Utilization Plan means CM/GC Contractor’s completed SDVOSB/VOSB Form

2026DB that is submitted with each Phase Two Amendment.

Mobilization means preparatory work and operations necessary for the movement of personnel, equipment and incidentals to the project site for the establishment of offices, buildings and other facilities necessary for work on the project and for all other work operations which must be performed, or costs incurred when beginning work on the Project.

Notice of Award shall mean when Illinois Tollway notifies the public of its intent to Award the Contract to the selected Apparent Best Value Proposer.

Professional Services includes the following scopes of work for this project: design phase one services, engineering services, geotechnical services, legal services, environmental services, right of way/acquisition services, and other services not characterized as part of constructions services.

Project shall mean the CM/GC project.

Proposal Guaranty shall mean the security designated in the Proposal to be furnished by the Proposer as a guarantee of good faith to enter into the Contract if the Project is awarded to such Proposer.

Proposer shall mean an individual, firm, partnership, corporation, joint venture or combination thereof that submits a proposal in response to the RFP.

Proposal shall mean those documents, including but not limited to forms, attachments, narratives, and drawings, constituting CM/GC Contractor’s response to the RFP documents, including any supplements to proposals as may have been requested by the Illinois Tollway. The Proposal consists of a Technical

Proposal, Administrative Proposal and Price Proposal.

Regular Dealer means a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Contract are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a Regular Dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A firm may be a Regular Dealer in such bulk items as petroleum products, steel, cement, gravel, stone, or asphalt without owning, operating, or maintaining a place of business if the firm both owns and operates distribution equipment for the products. Any supplementing of a Regular Dealer's distribution equipment shall be by a long-term lease agreement and not on an ad hoc or contract-by-contract basis. Packagers, manufacturer representatives, or other persons who arrange or expedite transactions are not Regular Dealers.

Revised Baseline Schedule shall mean a proposed change to the Baseline Contract Schedule, as permitted under the Contract documents for the Project.

Service-Disabled Veteran-Owned Small Business (“SDVOSB”) means a business currently certified by the

State of Illinois Commission on Equity and Inclusion (CEI) and in compliance with Illinois Public Act 097-

0260, Public Act 098-0307. A SDVOSB is a small business that is 51 percent owned and controlled by one or more qualified service-disabled veterans that have a service-connected disability who living in Illinois, have a valid DD214 and have annual gross sales under $75 million with a home office in Illinois. A

SDVOSB is considered to have current certification if the firm is listed in the CMS directory database of the pertinent certifying agency.

Service-connected disability means a disability incurred in the line of duty in the active military, naval, or air service as described in 38 U.S.C. 101(16).

Small Business means a business that has annual gross sales of less than $75,000,000 as evidenced by the federal income tax return of the business. A firm with gross sales in excess of this cap may apply to the

State of Illinois Commission on Equity and Inclusion (CEI) for certification for a particular contract if the firm can demonstrate that the contract would have significant impact on SDVOSB or VOSB as suppliers or Subcontractors or in employment of veterans or service-disabled veterans.

SDVOSB/VOSB Joint Venture means an association of two or more persons, or any combination of types of business enterprises and persons numbering two or more, proposing to perform as a single for profit business enterprise, in which each joint venture partner contributes property, capital, efforts, skill and knowledge, and in which the VOSB is responsible for a distinct, clearly defined portion of the work of the project and whose share in the capital contribution, control, management, risks, and profits of the joint venture are equal to its ownership interest. Joint ventures must have an agreement in writing specifying the terms and conditions of the relationships between the partners and their relationship, risks and responsibility under the Contract.

SDVOSB/VOSB Performance Plan means a plan demonstrating the Proposer’s commitment to meet the

Contract’s respective Professional Services and construction SDVOSB/VOSB participation goals. The

SDVOSB/VOSB Performance Plan shall address the methods to be employed for achieving both

SDVOSB/VOSB participation goals, including CM/GC Contractor’s exercise of Good Faith Efforts, its

SDVOSB/VOSB Achievement Strategy for meeting both SDVOSB/VOSB Participation goals, and other requirements provided in Section 4.1.3. The SDVOSB/VOSB Performance Plan shall be subject to the approval of the Illinois Tollway, in its sole discretion.

SDVOSB/VOSB Utilization Plan means CM/GC Contractor’s updated Initial SDVOSB/VOSB Utilization

Plan which includes the list of currently certified SDVOSB/VOSBs that the CM/GC Contractor commits will be utilized, including its own participation as a SDVOSB/VOSB, if applicable, in the scopes of the work and the dollar values or the percentages of the work to be performed pursuant to this solicitation and in conformance with this Special Provision. The SDVOSB/VOSB Utilization Plan is subject to the approval of the Illinois Tollway, in its sole discretion. Good Faith Efforts means actions undertaken by a CM/GC

Contractor to achieve the Contract’s construction SDVOSB/VOSB participation goals. Upon the Illinois

Tollway’s sole determination, the scope, intensity and appropriateness of these actions can reasonably be expected to fulfill both SDVOSB/VOSB participation goals.

Subcontractor or Subcontractors shall mean any person with whom CM/GC Contractor has entered into any subcontract and any other Person with whom any Subcontractor has further subcontracted any part of the work, at any tier, with the written consent of the Illinois Tollway.

Technical Proposal shall mean the technical portion of the Proposal submitted by the Proposer(s) in response to the Request for Proposals issued by Illinois Tollway.

Veteran means a person who (i) has been a member of the armed forces of the United States or, while a citizen of the United States, was a member of the armed forces of allies of the United States in time of hostilities with a foreign country and (ii) has served under one or more of the following conditions: (a) the veteran served a total of at least 6 months; (b) the veteran served for the duration of hostilities regardless of the length of the engagement; (c) the veteran was discharged on the basis of hardship; or (d) the veteran was released from active duty because of a service connected disability and was discharged under honorable conditions.

Veteran-Owned Small Business (“VOSB”) means a business currently certified by the State of Illinois

Commission on Equity and Inclusion (CEI)and in compliance with Illinois Public Act 097-0260, Public

Act 098-0307. A VOSB is a business that is 51 percent owned and controlled by a qualified veteran living in Illinois, has a valid DD214 and has annual gross sales under $75 million with a home office in Illinois.

A VOSB is considered to have current certification if the firm is listed in the CMS directory database of the pertinent certifying agency.

4. PROPOSAL PROCEDURES

4.1 Technical Proposal Requirements

Proposers must submit their SDVOSB/VOSB Performance Plan at the same time and as part of the

Technical Proposal. Failure to submit will render a Proposal non-responsive. The items below cover all the

SDVOAS/VOSB submittal requirements from the CM/GC Contractor.

4.1.1 SDVOSB/VOSB Initial Utilization Plan (VOSB Form 2026DB)

At the time of each Phase Two Amendment, SDVOSB/VOSB firms identified in the Initial

SDVOSB/VOSB Utilization Plan must be certified with CMS as a VOSB or SDVOSB.

The SDVOSB/VOSB Initial Utilization Plan must demonstrate that CM/GC Contractor has (i) obtained, at the time of each Phase Two Amendment submission, certain SDVOSB/VOSB participation commitments towards meeting the Contract SDVOSB/VOSB participation goals (ii) identified the SDVOSB/VOSB firms that will be used towards meeting a portion of the Contract SDVOSB/VOSB participation goals, (iii) will update the SDVOSB/VOSB Utilization Plan and the SDVOSB/VOSB Performance Plan (with the

SDVOSB/VOSB Achievement strategy) to identify additional SDVOSB/VOSB firms to meet the Contract

SDVOSB/VOSB Construction participation goals, and (iv) provide the name, telephone number, and email address of a responsible official of the Proposer authorized to receive notice of the approval or disapproval of the SDVOSB/VOSB Utilization Plan.

A Phase Two Amendment will not be executed with the CM/GC Contractor, unless the Initial

SDVOSB/VOSB Utilization Plan is approved.

4.1.2 SDVOSB/VOSB Letter of Intent (LOI)/Participation Statement (VOSB Form 2025DB)

A SDVOSB/VOSB LOI/Participation Statement must be submitted for each SDVOSB/VOSB firm listed on the SDVOSB/VOSB Initial Utilization Plan (VOSB Form 2026DB).

Each completed SDVOSB/VOSB Form 2025DB shall be submitted by the CM/GC Contractor as a precedent for execution of each Phase Two Amendment to the Contract. SDVOSB/VOSB Form 2025DB shall be submitted to contractcompliance@getipass.com.

Due to the nature of CM/GC projects, the Illinois Tollway shall accept SDVOSB/VOSB Letters of Intent

(LOIs) throughout the term of the Contract, as additional SDVOSB/VOSB firms are identified and contracted in accordance with the SDVOSB/VOSB Performance Plan. At least once a quarter, CM/GC

Contractor shall submit to the Illinois Tollway an updated SDVOSB/VOSB Utilization Plan conform to the submitted SDVOSB/VOSB LOIs.

Prior to the performance of any work by a SDVOSB/VOSB firm, CM/GC Contractor shall have submitted a VOSB LOI to the Illinois Tollway, and the Illinois Tollway must have approved the utilization of such

VOSB firm towards the Contract SDVOSB/VOSB participation goals.

The Illinois Tollway shall monitor CM/GC Contractor’s compliance with the VOSB LOIs, as reflected in the Initial VOSB Utilization Plan and the SDVOSB/VOSB Performance Plan.

In no case should a CM/GC Contractor remove, replace, or reduce the commitment to a SDVOSB/VOSB firm listed in the Initial Utilization Plan and supporting SDVOSB/VOSB LOI/Participation Statements without prior written consent of Illinois Tollway. Under no circumstances is the CM/GC Contractor allowed to change the amount of the proposal submitted or any other documentation unrelated to this special provision.

The signatures on VOSB LOIs must be original signatures. All elements of information included on VOSB

Form 2025DB must be provided.

A Phase Two Amendment will not be executed until the Initial VOSB Utilization Plan, the accompanying

VOSB LOIs for the VOSB firms identified on the Initial VOSB Utilization Plan and the VOSB Performance

Plan are approved by the Illinois Tollway. The documentation will be approved if these demonstrate that

VOSBs will be used to perform a Commercially Useful Function sufficient to meet the Contract VOSB participation goals.

4.1.3 SDVOSB/VOSB Performance Plan

Proposers shall submit a SDVOSB/VOSB Performance Plan committing to meet the SDVOSB/VOSB goals. The SDVOSB/VOSB Performance Plan must, at a minimum, ensure compliance with the Illinois

Tollway’s Service-Disabled Veteran-owned Small Businesses (VOSB) and Veteran-owned Small

Businesses (VOSB) program and shall include but not limited to, the following:

a. SDVOSB/VOSB Achievement Strategy outlining the specific categories of services and work anticipated for SDVOSB/VOSB participation on the Project;

b. Anticipated schedule for submission of agreements with committed SDVOSB/VOSB firms based on the CM/GC Contractor’s Baseline Schedule and any subsequent Revised Baseline Schedule;

c. An outline of clearly articulated methods and strategies that the Proposer intends to employ to meet the Contract SDVOSB/VOSB participation goals including extensive SDVOSB/VOSB outreach by the

CM/GC Contractor as well as Illinois Tollway’s Building for Success webinar series. The CM/GC

Contractor must also outline business and mentoring initiatives for Subcontractors especially

SDVOSB/VOSB Subcontractors done by the CM/GC Contractor as well as the Tollway initiatives including the Partnering for Growth (P4G) program, Technical Assistance and the ConstructionWorks programs;

i. Illinois Tollway requires the CM/GC Contractor to participate in the P4G program by executing at least one construction mentoring agreement with SDVOSB/VOSB firms performing work on the CM/GC

Project. Additionally, the Proposer will include a statement of commitment to participate in the P4G

Program with construction firms and will submit a Construction MOU for approval and an associated

Agreement at least 30 days before start of construction work. The CM/GC Contractor shall also provide information on the mentoring relationship and how the efforts for improving the firm’s management and operating skills and leading to an increase in capacity and the ability to remain self-sufficient competitive and profitable business enterprise.

d. A narrative describing how ongoing good faith efforts to meet the SDVOSB/VOSB goals will be conducted and detail efforts that will be undertaken by the CM/GC Contractor following execution of the

CM/GC Contract to achieve the SDVOSB/VOSB goals for the Project;

e. The name, qualifications, responsibilities and contact information for the experienced dedicated

Diversity and Inclusion personnel or consultant that the Proposer will use on the project to promote and monitor the utilization of SDVOSB/VOSB firms in compliance with the Contract;

f. A detailed narrative of how the Illinois Tollway’s SDVOSB/VOSB supportive services center will be utilized;

g. A description of programs that will be implemented to ensure SDVOSB/VOSB firms successfully compete for work;

h. Procedures and processes to ensure SDVOSB/VOSB firms successfully complete the work;

i. A description of how the work will be monitored to ensure SDVOSB/VOSB participation credit and compliance will be tracked and accounted for;

j. Details of how the work will be managed to ensure SDVOSB/VOSB firms receive timely and prompt payments and that they will be informed about prompt payment requirements;

k. A description of how emerging risks associated with the SDVOSB/VOSB program will be identified and addressed, including ensuring that SDVOSB/VOSB firms will be performing a

Commercially Useful Function;

l. A narrative to identify how monthly updates to the SDVOSB/VOSB community regarding progress and upcoming Contract opportunities will be provided;

m. Details of how SDVOSB/VOSB participation and labor participation reports will be submitted and how records of compliance will be maintained, ensuring adherence to applicable civil rights requirements and the requirements of the Contract Documents; and

n. Processes and procedures for a SDVOSB/VOSB recovery plan should the Illinois Tollway determine the SDVOSB/VOSB Goals are not being achieved.

The Project will not be awarded to the selected Proposer, unless the SDVOSB/VOSB Performance Plan is approved. The CM/GC Contractor shall update the SDVOSB/VOSB Performance Plan annually, or more frequently to reflect major changes to the SDVOSB/VOSB Achievement Strategy or as requested by Illinois

Tollway.

The VOSB Achievement Strategy, together with a corresponding updated VOSB Utilization Plan, should be updated on a regular basis, at least quarterly, as the CM/GC Contractor identifies and commits to utilize additional VOSB firms to meet Contract VOSB participation goals.

4.2 SDVOSB/VOSB Joint Venture

If the Proposer organization or its Subcontractor is a SDVOSB/VOSB Joint Venture with a

SDVOSB/VOSB partner, the SDVOSB/VOSB Initial Utilization Plan should include an executed joint venture agreement specifying the terms and conditions of the relationship between the parties, and their relationship and responsibilities to the Contract. The joint venture agreement must be executed prior to performing Phase Two Amendment work. Specifically, the SDVOSB/VOSB Joint Venture agreement must:

• Clearly evidence that the certified SDVOSB/VOSB partner will be responsible for a clearly defined portion of the work and that its responsibilities, risks, profits and contributions of capital, and personnel are proportionate to its ownership percentage;

• Include specific details related to the parties’ contributions of capital, personnel, and equipment and share of the costs of insurance and other items; the scopes to be performed by the certified

SDVOSB/VOSB vendor under its supervision; and

• Include specific details on the commitment of management, supervisory personnel, and operative personnel employed by the certified SDVOSB/VOSB partner to be dedicated to the performance of the

Contract.

Only work performed by the SDVOSB/VOSB partner will be credited towards Contract SDVOSB/VOSB participation goals.

4.3 Other requirements

An agreement between a Proposer and a certified SDVOSB/VOSB firm in which the certified

SDVOSB/VOSB firm promises not to provide subcontracting or pricing quotations to other Proposers is prohibited.

The Illinois Tollway may request additional information to demonstrate compliance. Proposer agrees to cooperate promptly with the Illinois Tollway in submitting to interviews, allowing entry to places of business, providing further documentation, and soliciting the cooperation of a proposed certified

SDVOSB/VOSB firm. Failure to cooperate by the Proposer and the certified SDVOSB/VOSB firms may render the Proposal not responsive.

5. Veteran Small Business Certified Vendor Locator References

Proposers may consult CMS’ Veteran Small Business Vendor Directory at www.sell2.illinois.gov/cms/business, as well as the directories of other certifying agencies, but firms must be certified with CMS as SDVOSB/VOSB vendors at the time of Proposal.

6. CM/GC Contractor Assurance

CM/GC Contractor shall not discriminate on the basis of race, color, national origin, sexual orientation or sex in the performance of this Contract. Failure by CM/GC 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 Illinois Tollway deems appropriate. This assurance must be included in each subcontract that CM/GC

Contractor signs with a Subcontractor or supplier.

7. Calculating Certified SDVOSB/VOSB CM/GC Contractor Participation

The SDVOSB/VOSB Utilization Plan shall document work anticipated to be performed, or goods/equipment anticipated to be provided by all certified SDVOSB/VOSB Subcontractors. Only the value of payments made for the work actually performed or the goods/equipment actually provided, and paid for upon satisfactory completion/delivery by certified SDVOSB/VOSB firms is counted toward the

Contract SDVOSB/VOSB participation goals. Applicable guidelines for counting payments attributable to

Contract SDVOSB/VOSB goals are summarized below:

7.1 The participation of SDVOSB/VOSBs will be calculated based on the amount of the work as defined under the Contract Documents, excluding Contingency Work.

If a Change Order is issued by the Illinois Tollway or Contingency Work is authorized, the CM/GC

Contractor, in Illinois Tollway’s discretion, will be required to amend its SDVOSB/VOSB Utilization Plan to reflect the recalculated SDVOSB/VOSB dollars and any percentage change in the goals. The Contract

SDVOSB/VOSB participation goals may change in the Illinois Tollway’s discretion to reflect a Change

Order or the authorization of Contingency Work.

7.2 The value of the work actually performed, or goods/equipment provided by the certified

SDVOSB/VOSB form shall be counted towards the goal. The entire amount of that portion of the Contract that is performed by the certified SDVOSB/VOSB firm, including supplies purchased or equipment leased by the certified SDVOSB/VOSB CM/GC Contractor shall be counted, except supplies purchased and equipment rented from the CM/GC Contractor.

7.3 A firm shall count the portion of the total dollar value of the Veteran Small Business contract equal to the distinct, clearly defined portion of the work of the contract that the certified SDVOSB/VOSB CM/GC

Contractor performs toward the goal. A CM/GC Contractor shall also count the dollar value of work subcontracted to other certified SDVOSB/VOSB vendors. Work performed by the non-certified

SDVOSB/VOSB party shall not be counted toward the goal. Work that a certified SDVOSB/VOSB

Subcontractor subcontracts to a non-certified SDVOSB/VOSB Subcontractor will not count towards the goal.

7.4 CM/GC Contractor shall count toward the Contract SDVOSB/VOSB participation goals: (a) 100% of its expenditures for materials and supplies required under the Contract and obtained from a certified

SDVOSB/VOSB manufacturer, and (b) 60% of its expenditures for materials or supplies required under the Contract and obtained from a certified SDVOSB/VOSB Regular Dealer or supplier.

7.5 CM/GC Contractor shall count toward the goals the following expenditures to certified

SDVOSB/VOSB Subcontractors that are not manufacturers, Regular Dealers, or suppliers:

7.5.1 The fees or commissions charged for providing a bona fide service, such as professional, technical, consultant or managerial services and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, provided that the fee or commission is determined by the Illinois Tollway to be reasonable and not excessive as compared with fees customarily allowed for similar services.

7.5.2 The fees charged for delivery of materials and supplies required by the Contract (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer or a supplier of the materials and supplies being procured, provided that the fee is determined by the Illinois Tollway to be reasonable and not excessive as compared with fees customarily allowed for similar services. The certified SDVOSB/VOSB vendor’s trucking firm must be responsible for the management and supervision of the entire trucking operation for which it is responsible on the Contract and must itself own and operate at least one fully licensed, insured and operational truck used on the Contract.

7.5.3 The fees or commissions charged for providing any bonds or insurance specifically required for the performance of the Contract, provided that the fee or commission is determined by the Illinois Tollway to be reasonable and not excessive as compared with fees customarily allowed for similar services.

7.6 Work performed by certified SDVOSB/VOSB firms that are second-tier Subcontractors may be counted toward the Contract provided that CM/GC Contractor can provide documentation indicating the utilization of such firms.

7.7 CM/GC Contractor shall only count towards the Contract SDVOSB/VOSB participation goals expenditures to certified SDVOSB/VOSB firms that perform a commercially useful function.

7.7.1 A SDVOSB/VOSB firm is considered to perform a commercially useful function when it is responsible for execution of a distinct element of the work of a contract and carries out its responsibilities by actually performing, managing, and supervising the work involved. The certified SDVOSB/VOSB firm must also be responsible, with respect to materials or supplies used on the Contract, for negotiating price, determining quality and quantity, ordering the materials or supplies, and installing the materials (where applicable) and paying for the material or supplies. To determine whether a firm is performing a commercially useful function, the Illinois Tollway shall evaluate the amount of work subcontracted, whether the amount the firm is to be paid under the Contract is commensurate with the work it is actually performing, and the credit claimed for its performance of the work, industry practices, and other relevant factors.

7.7.2 A certified SDVOSB/VOSB firm does not perform a Commercially Useful Function if its role is limited to that of an extra participant in a transaction or contract through which funds are passed through in order to obtain certified SDVOSB/VOSB firm participation. In determining whether a certified

SDVOSB/VOSB firm is such an extra participant, the Illinois Tollway shall examine similar transactions, particularly those in which certified SDVOSB/VOSB vendors do not participate, and industry practices.

7.7.3 CM/GC Contractor shall not count towards the Contract SDVOSB/VOSB participation goals that are not direct, necessary and related to the work of the Contract. Only the amount of services or goods that are directly attributable to the performance of the Contract shall be counted. Ineligible expenditures include general office overhead or other CM/GC Contractor support activities.

7.7.4 When a SDVOSB/VOSB firm loses its SDVOSB/VOSB eligibility and certification, the following actions must be taken:

(a) When a prime contractor has made a commitment to using an ineligible SDVOSB/VOSB firm but a decertification notice is issued before the prime contractor executes a subcontract, the ineligible firm does not count toward the contract goal, and the prime contractor must be directed to meet the contract goal with an eligible SDVOSB/VOSB firm or demonstrate that it has made a good faith effort to do so.

(b) When the Tollway has made a commitment to using an ineligible SDVOSB/VOSB prime contractor, but a decertification notice is issued before the contract is awarded to the ineligible SDVOSB/VOSB firm, the ineligible SDVOSB/VOSB firm does not count toward the contract goal and the Tollway must meet the contract goal with an eligible SDVOSB/VOSB firm.

(c) If a prime contractor executes a subcontract with a SDVOSB/VOSB firm before the firm loses its

SDVOSB/VOSB eligibility and certification, the prime contractor may continue to use the firm on the contract and may continue to receive credit toward the SDVOSB/VOSB goal for the firm's work. In this case, or in a case where a prime contract has been awarded to a SDVOSB/VOSB that is later ruled ineligible, the portion of the ineligible firm's performance of the contract remaining after the notice of ineligibility is issued may count toward the contract goal.

In determining achievement of the Contract SDVOSB/VOSB participation goals, the participation of a

SDVOSB/VOSB firm shall not be counted until that amount has been paid to the SDVOSB/VOSB firm.

8. Good Faith Effort Procedures

At the time of each Phase Two Amendment submission, the CM/GC Contractor shall submit the Initial

SDVOSB/VOSB Utilization Plan with accompanying SDVOSB/VOSB LOIs for each SDVOSB/VOSB firm identified and the SDVOSB/VOSB Performance Plan committing to achieve the SDVOSB/VOSB goals. For additional SDVOSB/VOSB participation not identified at the time of each Phase Two

Amendment submission, the CM/GC Contractor shall demonstrate Good Faith Efforts post-Phase Two

Amendment executionto meet or exceed the Contract SDVOSB/VOSB participation goals. These Good

Faith Efforts should be the necessary and reasonable steps that could reasonably be expected to obtain sufficient SDVOSB/VOSB participation. The Illinois Tollway will consider the quality, quantity and intensity of the kinds of efforts that the CM/GC Contractor has made. Mere pro forma efforts are not Good

Faith Efforts; rather, the CM/GC Contractor is expected to make sufficient efforts that would be reasonably expected of a CM/GC Contractor actively and aggressively trying to obtain SDVOSB/VOSB participation to meet the Contract SDVOSB/VOSB participation goals.

Throughout the course of the project, the Illinois Tollway must monitor the participation and activities of the CM/GC Contractor to determine if it has made a good faith effort to secure the work commitment of

SDVOSB/VOSBs to meet the Contract SDVOSB/VOSB participation goals.

The following is a list of types of action that the Illinois Tollway will consider as part of the evaluation of the CM/GC Contractor's Good Faith Efforts to obtain SDVOSB/VOSB participation. These listed factors are not intended to be a mandatory checklist and are not intended to be exhaustive. Other factors or efforts brought to the attention of the Illinois Tollway may be relevant in appropriate cases and will be considered by the Illinois Tollway.

8.1 Soliciting through all reasonable and available means (e.g., attendance at SDVOSB/VOSB networking sessions sponsored by the Illinois Tollway, one-on-one meetings, advertising and/or written notices) the interest of all SDVOSB/VOSB firms that have the capability to perform the work of the

Contract. A list of certified SDVOSB/VOSBs in the trades considered to determine the Contract

SDVOSB/VOSB participation goals may be provided by the Illinois Tollway, but should not be considered exhaustive, and other firms may be available for solicitation by the CM/GC Contractor. The CM/GC

Contractor must solicit this interest within sufficient time to allow the SDVOSB/VOSBs to respond to the solicitation, but in any event, no later than five (5) calendar days prior to the submission date of the solicitation. At least two methods of solicitation of SDVOSB/VOSBs must be used (e.g., email and website). The CM/GC Contractor must determine with certainty if the SDVOSB/VOSBs are interested by taking appropriate steps to follow-up initial solicitations.

8.2 Selecting portions of the work to be performed by SDVOSB/VOSBs in order to increase the likelihood that the Contract SDVOSB/VOSB participation goals will be achieved. This includes, where appropriate, breaking out Contract work items into economically feasible units to facilitate

SDVOSB/VOSB participation, even when the CM/GC Contractor might otherwise prefer to perform these work items with its own forces.

8.3 Providing interested SDVOSB/VOSBs with adequate information about the plans, specifications, and requirements of the Contract in a timely manner to assist them in responding to a solicitation.

8.4 Negotiating in good faith with interested SDVOSB/VOSB firms.

8.4.1 Making a portion of the work available to SDVOSB/VOSB Subcontractors and suppliers and to select those portions of the work or material needs consistent with the available SDVOSB/VOSB

Subcontractors and suppliers, so as to facilitate SDVOSB/VOSB participation. Evidence of such negotiation includes the names, addresses, e-mail address and telephone numbers of SDVOSB/VOSBs that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting; and evidence as to why additional agreements could not be reached for

SDVOSB/VOSBs to perform the work.

8.4.2 A CM/GC Contractor using good business judgment would consider a number of factors in negotiating with Subcontractors, including SDVOSB/VOSB Subcontractors, and would take a

SDVOSB/VOSB firm’s price and capabilities as well as Contract SDVOSB/VOSB participation goals into consideration. However, the fact that there may be some additional costs involved in finding and using

SDVOSB/VOSBs is not in itself sufficient reason for a CM/GC Contractor’s failure to meet the Contract

SDVOSB/VOSB participation goals, as long as such costs are reasonable. Also, the ability or desire of a

CM/GC Contractor to perform the work of a Contract with its own organization does not relieve the CM/GC

Contractor of the responsibility to make Good Faith Efforts. CM/GC Contractor or its Subcontractors are not, however, required to accept higher quotes from SDVOSB/VOSBs if the price difference is excessive or unreasonable.

8.5 SDVOSB/VOSBs may not be rejected as being unqualified without sound reasons based on a thorough investigation of their capabilities. The CM/GC Contractor’s standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations are not legitimate causes for the rejection or non-solicitation of bids in the CM/GC Contractor’s efforts to meet the

Contract goals.

8.6 Making efforts to assist interested SDVOSB/VOSBs in obtaining bonding, lines of credit, or insurance as required by the Illinois Tollway or CM/GC Contractor.

8.7 Making efforts to assist interested SDVOSB/VOSBs in obtaining necessary equipment, supplies, materials, or related assistance or services.

8.8 Effectively using the services of available minority/women community organizations;

minority/women contractors’ groups; local, state, and Federal minority/women business assistance offices;

and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of SDVOSB/VOSBs.

8.9 A CM/GC Contractor that rejected a SDVOSB/VOSB firm based on price must provide to the

Illinois Tollway all quotes received for the scope of work proposed by the SDVOSB/VOSB from all firms, including non-SDVOSB/VOSBs.

8.10 If the Illinois Tollway determines through its monitoring that the CM/GC Contractor is in jeopardy of not achieving the Contract SDVOSB/VOSB participation goals by the completion of the Project, a request may provide additional written documentation and/or argument concerning the issue of whether an adequate good faith effort was made to meet the Contract SDVOSB/VOSB goals. The request will be forwarded to the “Illinois State Toll Highway Authority, Procurement Department, Chief of Contract

Compliance”. The Chief of Contract Compliance may extend an opportunity to the CM/GC Contractor to meet in person in order to consider all issues of whether the CM/GC Contractor made a good faith effort to meet the Contract SDVOSB/VOSB participation goals. Such meeting shall extend the time for a decision.

After the review by the Chief of Contract Compliance, the CM/GC Contractor will be sent a written decision within ten (10) working days after receipt of the request for reconsideration or the date of the meeting, explaining the basis for finding that the CM/GC Contractor did or did not meet the goals or make adequate

Good Faith Efforts to do so. A final decision by the Chief of Contract Compliance that a good faith effort was made and sufficient may lead to an approval of the SDVOSB/VOSB participation towards the goals by the CM/GC Contractor despite the possible shortfall and shall clear the Contract for Contract closeout.

If a final decision that a good faith effort was not made could result in penalties and sanctions as outlined in the Contract and this Special Provision.

9. Contract Compliance:

Compliance with this section is an essential part of the Contract. The following administrative procedures and remedies govern CM/GC Contractor’s compliance with the contractual obligations established by the

Initial SDVOSB/VOSB Utilization Plan. CM/GC Contractor shall also update its SDVOSB/VOSB

Performance Plan submitted as part of its Proposal. The SDVOSB/VOSB Performance Plan shall describe the methods to be employed for achieving the Contract SDVOSB/VOSB participation goals, including

CM/GC Contractor’s exercise of Good Faith Efforts and the SDVOSB/VOSB Achievement Strategy for meeting the goals. The SDVOSB/VOSB Performance Plan must at a minimum, ensure compliance with the Illinois Tollway’s Veteran-Owned Small Business (VOSB) program.

The Illinois Tollway shall approve the Initial SDVOSB/VOSB Utilization Plan and SDVOSB/VOSB

Performance Plan with the SDVOSB/VOSB Achievement Strategy. The approved plans become part of the

Contract.

To receive the first executed Phase Two Amendment, the CM/GC Contractor must submit for the Illinois

Tollway’s review signed subcontracts with all VOSBs proposed on the Initial Utilization Plan to meet the goals within twenty (20) calendar days of execution of the Phase Two Amendment. For additional VOSB participation after execution of the Phase Two Amendment to meet the Contract VOSB participation goals, the CM/GC Contractor shall submit a VOSB Letter of Intent (LOI) for each proposed VOSB firm to Illinois

Tollway for approval and the signed VOSB subcontract prior to the performance of work by such VOSB firm.

9.1 The commitments made through the Initial SDVOSB/VOSB Utilization Plan and the

SDVOSB/VOSB Participation Statement/LOI may not be amended after a Phase Two Amendment has been executed without the Illinois Tollway’s prior written approval.

9.2 CM/GC Contractor may not make changes to its contractual certified SDVOSB/VOSB vendor commitments pre-Award or post-Award or substitute certified SDVOSB/VOSB firms or make any other changes to the approved Initial SDVOSB/VOSB Utilization Plan and any updated SDVOSB/VOSB

Utilization Plan without the prior written approval of the Illinois Tollway.

Unauthorized changes or substitutions, including performing the work designated for a certified

SDVOSB/VOSB firm with CM/GC Contractor’s own forces, shall be a violation of this Special Provision, the SDVOSB/VOSB Utilization Plan and a breach of the Contract.

If a Change Order is issued by the Illinois Tollway or Contingency Work is authorized, the CM/GC

Contractor, in Illinois Tollway’s discretion, will be required to amend its VOSB Utilization Plan to reflect the recalculated VOSB dollars and any percentage change in the goals. The Contract VOSB participation goals may change in the Illinois Tollway’s discretion to reflect a Change Order or the authorization of

Contingency Work.

9.3 The facts supporting the request for changes to the Initial VOSB Utilization Plan and any updated

VOSB Utilization Plan must not have been known nor reasonably should have been known by the parties prior to entering into the subcontract with the VOSB firm. CM/GC Contractor must negotiate with the certified SDVOSB/VOSB firm to resolve the problem. If requested by either party, the Illinois Tollway shall facilitate such a meeting. The certified SDVOSB/VOSB firm can only be substituted where there has been a mistake or disagreement about the scope of work or goods/equipment, provided that an agreement cannot be reached for a reasonable price or schedule for the correct scope of work. Requests should be sent to contractcompliance@getipass.com.

9.4 Substitutions of a certified SDVOSB/VOSB firm may be permitted under the following circumstances:

a. Unavailability after receipt of reasonable notice to proceed;

b. Failure of performance;

c. Financial incapacity;

d. Refusal by the certified SDVOSB/VOSB vendor to honor the bid or bid price or scope;

e. Material mistake of fact or law about the elements of the scope of work of a solicitation where a reasonable price cannot be agreed;

f. Failure of the certified SDVOSB/VOSB vendor to meet insurance, licensing or bonding requirements;

g. The certified SDVOSB/VOSB vendor's withdrawal of its bid or offer; or

h. Decertification of the certified SDVOSB/VOSB vendor.

9.5 If it becomes necessary to substitute a certified SDVOSB/VOSB firm or otherwise change the

SDVOSB/VOSB Utilization Plan, CM/GC Contractor must notify the Illinois Tollway in writing of the request to substitute a certified SDVOSB/VOSB firm or otherwise change the SDVOSB/VOSB Utilization

Plan to contractcompliance@getipass.com to request for approval. The request must state specific reasons for the substitution or change. The Illinois Tollway will approve or deny a request for substitution or other change in the SDVOSB/VOSB Utilization Plan within five (5) business days of receipt of the request.

9.6 Where CM/GC Contractor has established the basis for the substitution to the Illinois Tollway’s satisfaction, it must make Good Faith Efforts to meet the Contract SDVOSB/VOSB participation goals by substituting a certified SDVOSB/VOSB firm. Documentation supporting the replacement of a certified

SDVOSB/VOSB firm, or of Good Faith Efforts to replace the certified SDVOSB/VOSB firm, must meet the requirements of the Initial SDVOSB/VOSB Utilization Plan. If the goals cannot be reached and Good

Faith Efforts have been made, CM/GC Contractor may substitute with a non-certified SDVOSB/VOSB firm or CM/GC Contractor may perform the work.

9.7 If CM/GC Contractor plans to hire a Subcontractor for any scope of work that was not previously disclosed in the Initial SDVOSB/VOSB Utilization Plan, CM/GC Contractor must obtain the approval of the Illinois Tollway to modify the Initial SDVOSB/VOSB Utilization Plan and must make Good Faith

Efforts to ensure that certified SDVOSB/VOSB firms have a fair opportunity to submit a bid or offer on the new scope of work.

9.8 A new certified SDVOSB/VOSB vendor agreement, VOSB Letter of Intent Participation

Statement (VOSB Form 2025DB), for the substituted VOSB (if applicable) and an amended VOSB

Utilization Plan must be executed and submitted to the Illinois State Toll Highway Authority, Contract

Compliance Team at contractcompliance@getipass.com within five (5) business days of CM/GC

Contractor’s receipt of the Illinois Tollway’s approval for the substitution or other change.

9.9 Veteran payment reporting, in such form or format as specified by the Tollway, must be submitted as specified in the Contract Compliance Payment Reporting Instructions posted on the Tollway’s website.

After the performance of the final item of work or delivery of material by a SDVOSB/VOSB firm and final payment to the SDVOSB/VOSB firm by the CM/GC Contractor, but not later than thirty (30) calendar days after payment has been made by Illinois Tollway to the CM/GC Contractor for such work or material, the

CM/GC Contractor shall submit to the Construction Manager the SDVOSB/VOSB firms’ partial and final waivers of lien via B2GNow, or such other form or format as specified by the Illinois Tollway. Not complying with this requirement may delay processing of pay estimates and/or retainage. If full and final payment has not been made to the SDVOSB/VOSB firm, CM/GC Contractor shall report that a disagreement concerning the final payment exists between the CM/GC Contractor and the SDVOSB/VOSB firm or that the CM/GC Contractor believes that the SDVOSB/VOSB’s work has not been satisfactorily completed.

All active Illinois Tollway vendors/contractors/consultants will be required to use B2GNow. Both diverse and non-diverse Subcontractor payments must be reported and confirmed monthly in the system at https://iltollway.diversitysoftware.com/.

CM/GC Contractor shall maintain a record of all relevant data with respect to the utilization of certified

SDVOSB/VOSB firms, including but without limitation, payroll records, invoices, canceled checks and books of account for a period of at least five years after the completion of the Contract. Full access to these records shall be granted by CM/GC Contractor in a timely fashion upon written demand by the Illinois

Tollway to any duly authorized representative thereof, or to any municipal, state or federal authorities. The

Illinois Tollway shall…