EXHIBIT A
EXHIBIT B INFORMATION FOR BIDDERS
Submission of Bid
Bidder must submit two (2) complete, signed and attested copies of the Contract and shall have entered the appropriate information in all blank spaces, in order to be responsive. In addition, as a condition of responsiveness, all Certificates and Affidavits must be completed and submitted with the submission of the bid.
Each bid must be submitted in a sealed bid envelope.
Once submitted, no bid may be withdrawn without Metra's consent, but it may be superseded by a subsequent timely bid. Any bid received after the time and date specified for opening, or any postponement thereof, will not be considered. Bids shall be irrevocable for a period of one hundred twenty (120) calendar days after Metra opens them.
Each bidder is responsible for reading the Contract Documents and for determining for itself that the Specification describes the work in sufficient detail. Failure of a bidder to do so shall not relieve the bidder of any obligation with respect to said bid. Bidders shall notify Metra of any inappropriate brand name, component, or equipment called for in the Specification by Metra. After bids have been opened, no bidder shall assert that there was a misunderstanding concerning the nature of the work to be done or the quantities and specifications of the equipment to be delivered, and no such claim shall relieve a bidder from its obligation to perform at the Contract Price.
The Contract Price shall include all permits, insurance, materials, plant facilities, work and expense necessary to perform the work in accordance with the Contract Documents at the Contract Price. The Contract Price shall not include any amount for sales or use taxes, or any other tax from which Metra is exempt.
Information (other than in the form of a written Addendum issued by Metra) from an officer, agent, or employee of Metra or any other person shall not affect the risks or obligations assumed by the bidder or relieve him from fulfilling any of the conditions and obligations set forth in the bid and other Contract Documents. Before the bids are opened, ALL MODIFICATIONS OR ADDITIONS TO THE SPECIFICATIONS, GENERAL PROVISIONS, OR OTHER CONTRACT DOCUMENTS WILL BE MADE IN THE FORM OF A WRITTEN ADDENDUM ISSUED BY METRA. Metra will send copies of any such Addendum (including notice of Approved Equals) not less than ten (10) calendar days before bids are opened to those persons who have received bid packages.
The Specifications describe the equipment and the standard of construction, and are not intended to describe a particular manufacturer's product. Brand names specified in the Specifications shall be deemed to include Approved Equals, but bidder must obtain Metra's approval of their proposed equal not less than ten (10) calendar days before bids are opened, and Metra will notify all bidders accordingly.
Bid Deposit
Each bid must be accompanied by a Bid Deposit, as earnest money, in the form of a bid bond, a certified or cashier's check, drawn on a responsible bank, made payable to the order of Metra for 5% of the total amount of the base bid price. As soon as the bid prices have been compared, Metra will return the deposit of all except the three lowest bidders. When the Contract is executed, the deposits of the two remaining unsuccessful bidders will be returned. The Bid Deposit of the successful bidder will be retained until the Payment and Performance Bonds and Insurance Certificates have been received and approved, at which time it will be returned.
1
Revised 5/11
INFORMATION FOR BIDDERS
Award, Payment/Performance Bond and Insurance
The bidder, having executed the Contract signature page, understands and agrees Metra may enter into the Contract by executing said signature page and returning one copy of the Contract to the bidder. The Award Date of the Contract shall be that date on which the Contract is delivered to the successful bidder.
BONDS, PAYMENT & PERFORMANCE
Payment and Performance Bonds each in the amount of 100 percent of the Contract Price, with a corporation surety satisfactory to Metra, will be required to assure performance of the Contract. Any attorney-in-fact who signs any bond must attach to each bond an effective copy of his power of attorney, the date of the bond specifically including such date within the authority conferred thereby.
Acceptable Bond Form is the February 1970 Edition of AIA Document A311, Performance Bond and Labor and Material Payment Bond.
The Contractor shall furnish a performance bond, satisfactory to Metra, within thirty (30) calendar days of Contract award.
Payment bonds and performance bonds must be provided by a company listed in Federal Register Circular 570, latest revision, Surety Companies Acceptable on Federal Bonds, and a Financial Rating of V or better as published by Best's Key Rating Guide, latest edition. Additionally, the bonding firm must be registered to do business in Illinois by the State of Illinois Department of Insurance.
In case of failure of the bidder to timely provide the Payment and Performance Bonds and/or the Insurance Certificate to Metra, may at its option, declare the bidder in default of the Contract, in which case the Bid Deposit accompanying the proposal shall be forfeited to, and shall become the property of Metra. Metra may elect either to accept the next lowest responsible bid, or re-advertise for new bids and take such other actions as are provided for under the Default Termination Provisions of the Contract.
EVALUATION OF BIDS/BIDDERS
Metra may make such investigations as it deems necessary to determine the ability of the bidder to perform the work in conformity with the Contract Documents, and the bidder shall furnish to Metra all such information and data for this purpose as Metra may request.
Metra reserves the right to waive minor informalities or irregularities in the bids received, to accept any bid deemed advantageous to Metra, or to reject any and all bids submitted. Conditional bids, or those which take exception to the Contract Documents without prior written approval from Metra, may be considered nonresponsive and may be rejected.
If awarded, the Contract shall be awarded to the lowest responsive, responsible bidder. The low bid shall be calculated on the base bid, or the base bid plus one or more of any of the alternate bids, in any combination, solely as determined by Metra pursuant to its best interests. In determining the lowest responsive and responsible bid, consideration will be given to several factors, including but not limited to price, financial responsibility of the bidder, completion date, responsiveness to the specifications, suitability of the equipment offered for its intended use, and the experience of Metra and other purchasers with the bidders.
2
Revised 5/11
EXHIBIT B INFORMATION FOR BIDDERS
Metra may conduct a price and/or cost analysis of the bid as set forth in FTA circular 4220.1F. A price analysis is the process of examining the bid and evaluating a proposed price without evaluating the separate cost elements. The price analysis, through comparison to other similar procurement's, will be based on established or competitive prices of the elements used in the comparison. The comparison will be made to a purchase of similar quantity and involving similar specifications. Where a difference exists, a detailed analysis will be made of this difference and costs attached to the difference.
Metra may, in addition to or in place of a price analysis, conduct a cost analysis of the bid price. A cost analysis is the process of verifying individual cost elements that make up the total cost proposed.
The price and/or cost analysis will be made by Metra in conjunction with this bid. If Metra cannot perform the needed analysis, Metra may obtain the services of a qualified firm to perform the cost analysis.
By submitting its bid, the bidder agrees to furnish, upon request from Metra, all information (including a list of subcontractors and suppliers and their prices) reasonably necessary for such analysis.
Furthermore, Metra may request that the bidder show, in detail, the kinds, quantities, and prices of direct material and direct labor used to develop prices/costs submitted in the bid. In addition, Metra reserves the right to request and receive information explaining and estimating process, including the judgmental factors and methods used to project from known data, and the contingencies used. Metra may require the bidder to show how it computes and applies indirect costs, and to show trend and budgetary data.
Metra may also conduct a pre-award facility survey of the bidder. This survey may include, but is not limited to, determining if the bidder has the experience and capability and the necessary facilities and financial resources to complete the Contract in a satisfactory manner within the required time.
Metra award will be made within one hundred and twenty (120) days after the date of the bid opening, or any mutually agreed extension thereof.
Metra's bid protest procedures are available upon request. You have the right to protest this IFB or RFP. There are important time limits set forth in the procedures which are summarized here, but this paragraph is not meant to substitute the procedures. Any discrepancies between this paragraph and the bid protest procedures shall be decided by applying the procedures. If you wish to protest this solicitation, the protest must be filed in writing with Metra no later than five (5) days before the opening of bids. If you wish to protest the bid evaluation, the protest must be filed in writing with Metra no later than five (5) days after the bid opening. If you wish to protest award of the Contract, the protest must be filed, in writing with Metra, no later than five (5) days after Metra notifies bidders, in writing or orally, of the lowest responsive and responsible bidder. FTA will only review the protest regarding the alleged failure of the grantee to have written protest procedures or allege failure to follow such procedures. For more details concerning FTA's role in bid protests, bidders are referred to Metra's Bid Protest Procedures and FTA circular 4220.1F.
3
Revised 5/11
GENERAL PROVISIONS (Construction)
1. GENERAL PAGE 1
2. PAYMENT PAGE 1
3. JOINT VENTURES AND SUBCONTRACTS PAGE 2
4. WARRANTY PAGE 2
5. MATERIALS AND EQUIPMENT PAGE 2
6. PERMITS AND LICENSES PAGE 2
7. PROTECTION OF PROPERTY PAGE 3
8. LIENS PAGE 3
9. UTILITIES PAGE 3
10. DRAWINGS AND SPECIFICATIONS PAGE 4
11. SAFETY AND SECURITY PAGE 4
12. CONTRACTOR ACKNOW LEDGMENT PAGE 4
13. POSSESSION OF WORK PAGE 5
14. TAXES PAGE 5
15. NOTICES PAGE 5
16. SEVERABILITY AND WAIVERS PAGE 5
17. PASS-THROUGH PAGE 6
18. INDEMNIFICATION PAGE 6
19. CONSTRUCTION STANDARDS PAGE 6
20. NOTICE-TO-PROCEED PAGE 7
21. GIFT BAN ACT PAGE 7
22. TRAINING PAGE 7
EXHIBIT C GENERAL PROVISIONS (Construction)
1. GEN ERAL
A. The work called for herein is not part of the trade or business of Metra but is a part of the regular line of business and trade of the Contractor.
B. Contractor shall at all times have a qualified representative acceptable to Metra available for consultation. Such representative shall have the authority to make field decisions, receive direction from Metra’s representative, and direct, supervise, and schedule the Contractor's employees and subcontractors. The Contractor shall not lend its employees to Metra or request the loan of Metra employees for any purpose.
C. It is understood that all materials furnished hereunder will be new, that workmanship and materials under this Contract are to be first quality in every respect, and that the complete job is subject to Metra inspection and approval before final payment is made.
2. PAYMENT
A. Payments will be made as provided in the Contract unless otherwise authorized in writing by Metra, the items of work for which payment will be made shall be limited to those listed and enumerated in the Contract. The unit prices or lump sum price or prices stated in the Contract will be used in determining the amount to be paid and shall constitute full and final compensation for all work.
B. There shall be no increase in the cost of any Fixed Price portion of this Contract except as provided for under the CHANGES clause of this Contract.
C. Metra may withhold interim and/or final payments to Contractor, pending Contractor's submission (in accordance with II. Rev. State. 1954, Chap. 82, Sec. 5) to Metra of a sworn statement, stating the names of all parties furnishing, or who have furnished, material and/or labor and the amounts due, or to become due to each.
D. If any portion of this Contract is on other than a Fixed Price basis, and Contractor has reason to believe that the costs of the Non-Fixed Price portions(s) which it expects to incur thereunder in the next thirty (30) days, when added to the costs previously incurred, will exceed eighty-five percent (85%) of the estimated cost thereof, the Contractor shall notify Metra in writing to the effect giving a revised estimate of the total cost of performance of that portion(s) of the Contract.
i Metra shall not be obligated to pay the Contractor in excess of the estimated amount(s) for labor and materials or any Non-Fixed Price portion of this Contract, unless Metra notified the Contractor in writing that the estimated cost for same has been increased.
ii Contractor shall be reimbursed only for the actual amount paid to sub-contractors for materials under the Non-Fixed Price portion of this Contract. No payment of any kind shall be made to Contractor as a part of the material(s) cost for letting administrative handling or supervising the acquisition of the materials.
iii Metra and the Contractor must execute the Field Inspection Report, prior to Metra making payment(s) to the Contractor. When TIME AND MATERIAL AND/OR UNIT PRICE is provided in the Contract, Metra and Contractor must additionally execute, for said work each day, a "Daily Report", to permit payment for same.
Revised 3/17/16 1
GENERAL PROVISIONS (Construction)
3. JOINT VENTURES AND SUBCONTRACTS A. JOINT VENTURES
A joint venture agreement of the parties must be submitted to Metra for Metra’s approval at the time of bid/proposal due date. The joint venture agreement must be properly executed by authorized officers of each party in the joint venture.
The agreement must address the administrative, financial, and field responsibilities of each partner. The agreement, at a minimum, must define the portions of the work of the agreement and contract each partner is responsible for and whose share in the capital contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest.
Prior to award of a contract, Metra reserves the right to request the parties of the joint venture to provide additional documentation to verify the legal, financial and corporate responsibilities of the joint venture.
B. SUBCONTRACTS
No part of the work covered under this Contract shall be sublet by the Contractor without prior approval from Metra. A list of proposed sub-contractors shall be submitted to Metra for approval, prior to start of work. In subletting any such work, the Contractor shall obtain the written agreement of each sub- contractor in terms substantially equivalent to the terms herein set forth, and shall require each sub- contractor to furnish certificates of insurance in compliance with Metra's insurance requirements in advance of commencing work, and provide proof of these requirements to Metra.
a.) Nothing contained in the Contract shall be construed as creating a Contractual relationship between any subcontractor and Metra. The divisions or sections of the specifications are not intended to control the Contractor in dividing the work among subcontractors, or to limit the work performed by any trade. The Contractor shall be responsible to Metra for acts and omissions of his own employees, subcontractors, and their employees. He shall solely be responsible for the coordination of the work of the trades, subcontractors, and suppliers. Metra will not undertake to settle any differences between or among the Contractor, subcontractors, or suppliers.
b.) Metra may undertake or award other Contracts for additional work at or near the site of the work under this Contract. The Contractor shall fully cooperate with the other Contractors and with Metra employees and shall carefully adapt scheduling and performing the work, heeding any direction that may be provided by the Metra's Project Manager or Metra's Contracting Officer.
The Contractor shall not commit or permit any act that will interfere with the performance of work by any other Contractor or by employees.
4. WARRANTY
For a period of one (1) year from the date of completion, as evidenced by the date of Final Acceptance of the Work, the Contractor warrants that work performed under this Contract conforms to the Contract requirements and is free of any and all defects of equipment, material or workmanship performed by the Contractor or any of its subcontractors or suppliers. Under this warranty, the Contractor shall remedy at its own expense any such failure to conform or any defect. Nothing in the above intends or implies that this warranty shall apply to work which has been abused or neglected by Metra or other user. In the event that there are multiple warranty provisions, then the most stringent warranty shall prevail.
2 Revised 3/17/16
EXHIBIT C GENERAL PROVISIONS (Construction)
5. MATERIALS AND EQUIPMENT
A. The Contractor at its own cost and expense shall provide all manner of materials, labor, tools, equipment cartage, and facilities necessary for the performance and completion of the work.
B. The Contractor shall be solely responsible for its tools, equipment and materials and shall load, unload, and provide storage facilities for same, in an area specified by Metra and in such manner that traffic may be maintained in buildings, on roads, and railroads (as applicable) during and after working hours.
6. PERMITS AND LICENSES
Permits and licenses of any nature necessary for the prosecution of the work shall be secured and paid for by the Contractor. The Contractor shall give all notices required by and otherwise comply with all laws, ordinances, rules, and regulations, including the safety rules and regulations of Metra, bearing on the conduct of said Work.
7. PROTECTION OF PROPERTY
A. The premises are to be kept in a neat and orderly condition, and unless otherwise specified in this Contract, title to all demolished materials and equipment, waste, excavated material, and rubbish is vested in Contractor and shall be disposed off the premises by Contractor, unless specified to the contrary elsewhere in the Contract.
B. Any damage caused by the Contractor's performance of this Contract to structures, utilities, facilities, or property shall be promptly repaired or restored to its original condition by the Contractor at its own expense irrespective of fault, unless instructed to the contrary by Metra.
C. Metra shall assume risk of loss of the work and materials only upon Final Acceptance. Prior to Final Acceptance, the Contractor shall have risk of loss of the work, including any damages sustained from any cause whatsoever.
D. The Contractor shall lay out its work from the established ranges and gages indicated on the drawings and shall furnish at its own expense, all stakes, templates, platforms, equipment range markers, and labor as may be required for the execution of work to such lines and grades as may be established or indicated by Metra until authorized to remove them. If such marks are destroyed by the Contractor through its negligence prior to their authorized removal, they may be replaced by Metra at its discretion. The expense of replacement will be deducted from any amounts due, or to become due the Contractor.
8. LIENS
The Contractor shall not at any time suffer nor permit any lien or attachment or other encumbrance to be put or remain on said premises or the work to be constructed thereon for or on account of any work or materials furnished hereunder or by reason of any other claim or demand against the Contractor, and the Contractor shall not put any materials on said premises unless the Contractor has an unencumbered title thereto. Metra shall require waivers of lien prior to making final payment under this Contract.
9. UTILITIES
Contractor shall be responsible to provide, at its expense, all such utilities and sanitary, storage, office and other facilities as it may need during the performance of this Contract. Contractor shall maintain
3 Revised 3/17/16
GENERAL PROVISIONS (Construction)
these utilities and facilities in accordance with applicable laws, codes, and standards, and shall remove same upon completion of the work in a manner satisfactory to Metra.
10. DRAWINGS AND SPECIFICATIONS
The Contractor shall check all drawings and specifications, if any, furnished him immediately upon their receipt, and shall promptly notify Metra of any omissions, discrepancies, or variations from field conditions. The Contractor shall compare all drawings and verify the figures before laying out the work and will be responsible for any errors which may result therefrom. Omissions from the drawings or specifications, variations between drawings, specifications and field conditions, or the misdescription of details of work which are manifestly necessary to carry out the intent of the drawings and specifications, or which are customarily performed, shall not relieve the Contractor from performing such omitted or misdescribed details of work, but shall be performed as if fully and correctly set forth and described in the drawings and specifications. Work shown on drawings but not on specifications or work shown on specifications but not on drawings shall be performed as if on both drawings and specifications. The Contractor has an obligation to bring patent discrepancies to Metra's attention.
11. SAFETY AND SECURITY
A. Contractor shall at all times be responsible to enforce strict discipline and good order among its employees and provide such items as flagmen, barricades, danger signs, etc., as are necessary for the protection of the property, its owners, employees, other Contractors, Metra, and the general public. In addition, the Contractor shall insure compliance with all safety codes laws and standards. Specific rules relative to the work site will be explained to the Contractor at pre-work safety conference, such as the limitation of the Contractor's employees to definitive area and routes of ingress and egress.
B. Pursuant to Section 107 of the Contract Work Hours and Safety Standards Act and Department of Labor regulations, "Safety and Health Regulations for Construction," 29 C.F.R. 1926, no laborer or mechanic working on a construction Contract shall be required to work in surroundings or under working conditions that are unsanitary, hazardous, or dangerous to his or her health and safety as determined under construction and health standards promulgated by the Secretary of Labor.
C. Contractor shall comply with Federal Railroad Administration requirements (49 CFR 214) Working On Railroad Bridges, described in the Metra Safety Rules H469, H470 and H471.
Contractor shall be supplied with a copy of the written rules for inclusion in the Contractor's safety program.
12. CONTRACTOR ACKNOWLEDGMENT
The Contractor acknowledges that it has satisfied itself as to the nature and location of the work, the general and local conditions, particularly those bearing upon transportation, disposal, handling, and storage of materials, availability of labor, water, electric power, roads, and uncertainties of weather, river stages, tides, and similar physical conditions at the site, the conformation and conditions of the ground, the character of equipment and facilities needed preliminary to and during the prosecution of the work, and all other matters upon which information is reasonably obtainable and which can in any way affect the work or the cost thereof under this Contract. The Contractor further acknowledges that it has satisfied itself as to the character, quality and quantity of surface and subsurface materials to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by Metra, as well as from information presented by the drawing and
4 Revised 3/17/16
EXHIBIT C GENERAL PROVISIONS (Construction)
specifications made a part of this Contract. Any failure by the Contractor to acquaint itself with all available information shall not relieve it from responsibility for estimating properly the difficulty or cost of successfully performing the work.
Metra assumes no responsibility for any misunderstanding or representations made by any of its officers or agents during or prior to the execution of this Contract, unless (1) such understanding or representations are expressly stated in the Contract, and (2) the Contract expressly provides that the responsibility therefore is assumed by Metra. Representations made but not so expressly stated for which responsibility is not expressly assumed by Metra in the Contract shall be deemed only for the information of the Contractor.
13. POSSESSION OF WORK
Metra shall have the right to take possession of or use any completed or partially completed work.
Such possession or use shall not be deemed an acceptance of any work not completed in accordance with the Contract. If such prior possession or use by Metra delays the progress of the work or causes additional expenses to the Contractor, an equitable adjustment in the Contract price and/or time of completion will be made and the Contract shall be modified in writing accordingly.
14. TAXES
A. The contract price shall not include, and Contractor shall not add to the Contract Price, any amount in the nature of sales, transfer, service or use taxes, or any other tax from which Metra is exempt, with respect to the work performed hereunder or the transfer or delivery of any of the equipment to Metra. In the event any claim is made against Contractor for payment of any such taxes, Contractor shall promptly notify Metra and afford to it the opportunity, before payment of any such taxes, to contest said claim in the manner and to the extent it may elect and to settle or satisfy such claim.
B. Contractor covenants and agrees to pay all foreign, federal, state, and municipal taxes, duties, imposts, assessments, and charges (except as otherwise provided in paragraph A directly above) arising out of or in connection with the performance of the work, or the furnishing or delivery of the Equipment.
15. NOTICES
Except as otherwise specified in the contract documents, all requests, notices, demands, authorizations, directions, consents or waivers or other documents required or permitted under this Contract shall be in writing and shall be delivered in person to, or deposited postage pre-paid in the mails of the United States addressed to Metra's Director Professional Services/Contracts at the above address.
16. SEVERABILITY AND WAIVERS
A. The parties agree that if any provision of this Contract shall be held invalid for any reason whatsoever, the remaining provisions shall not be affected thereby if such remaining provision should then continue to conform with the purposes of this Contract, and the terms and requirements of law.
B. Metra's failure to promptly enforce any of the conditions of this Contract shall not be deemed to be a waiver, and no waiver of any rights under this Contract shall constitute a waiver of any of Metra's other rights.
5 Revised 3/17/16
GENERAL PROVISIONS (Construction)
17. PASS-THROUGH
All rights, warranties, guarantees, privileges, remedies, or other benefits granted under the Contract shall pass-through to any organization to whom Metra may assign, lease, sell or otherwise transfer the use of the completed work procured hereunder.
18. INDEMNIFICATION
Contractor hereby binds itself, its successors, and assigns, to indemnify, defend, and hold harmless Metra from all loss, damage, or expense (including attorneys' fee) due to any claim brought against Metra for alleged infringement of United States Letters Patent, of the United States of State Trademark laws, or of the United States or State Copyright Laws, arising from any material or design specified in, or supplied pursuant to, this Contract.
In connection with the performance of this Contract, the Contractor agrees to assume all risk of injury to person (including death) and damage to property suffered by Contractor, Metra, and all other persons, firms, and corporations, and the Contractor agrees to indemnify, defend, and save harmless Metra and its officers, agents (including for the purpose of this Contract, any Construction Management Consultant), and employees from and against all loss, liability, cost, and expense (including all costs of litigation and all attorney's fees) which any of them may incur, sustain, or be subject to on account of all claims, including injury or death to persons, or damage to property suffered by Contractor, Metra, and all other persons, firms, and corporations which result from or arise out of the performance of this Contract by Contractor, its agents, servants, or employees. This indemnification is not intended to violate the provisions of 740 ILCS 35/0.01 et seq., or any amendments thereto, and this indemnification shall not imply nor is it intended to be an indemnification of Metra's own negligence or the negligence of Metra's employees.
The indemnification (along with the Construction Insurance Requirements Form) sets for the entire understanding between the parties regarding this subject. Any modification of these terms must be approved by Metra in writing. In addition, the Contractor is to do so in writing. Any attempt by the Contractor to define such terms in the specification shall be void unless Metra specifically and expressly approves of the terms in writing.
19. CONSTRUCTION STANDARDS
Construction plans must meet seismic standards of the region.
20. NOTICE-TO-PROCEED
The Contractor is required to start construction within 10 calendar days of the Notice-to- Proceed if so directed by Metra.
21. GIFT BAN ACT
State of Illinois Gift Ban Act: The Contractor (Consultant, Vendor, or as appropriate) shall comply with the applicable provisions of the State of Illinois Gift Ban Act, 5 ILCS 430/10- 10 et seq. as amended, and refrain from providing gifts to Metra's employees in violation of Metra's Gift Ban Policy.
22. TRAINING
If required by Metra, Contractor will provide training and support materials, approved by Metra's Training and Development Division, to assure:
A. Operator proficiency. Metra's operators of the product, system or equipment must have the knowledge and ability to use the product according to Metra standards.
6 Revised 3/17/16
EXHIBIT C GENERAL PROVISIONS (Construction)
B. Metra personnel proficiency. Metra personnel must have the ability to diagnose and repair common and uncommon problems with the product, system or equipment.
Applicable Metra personnel must be able to:
•
Locate and identify all vendor components.•
Use vendor-provided parts manuals.•
Use specialized diagnostic tools required by the particular product, system or equipment.•
Use detailed vendor-provided troubleshooting guides, which may include, but are not limited to:Flow Charts Symptom maps
C. Support. Contractor will provide the following operation and maintenance support materials:
•
Master parts list.•
Recommended life cycles of systems and sub-systems.•
Recommended overhaul schedules and procedures.•
Preventative maintenance schedules.D. Training support. Contractor will assist Metra's Training and Development Division in providing necessary skills and knowledge to supervisors and other personnel who need to know some components of the product, system or equipment. This includes all manuals and guides identified above in paragraphs.
A, B, and C of this section and:
•
Multimedia information about the product, system or equipment in professional quality beta video format, or other Metra approved format and standards.•
Material standards:•
All text and graphics from vendor produced manuals in electronic Metra- approved format.•
All text materials will be targeted to an 8th grade reading level and competency of GED level 3.•
All manuals and procedures will comply with Metra Training defined standards, as attached.(Equipment manuals, Procedure sheets).
7 Revised 3/17/16
FTA/IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS
PAGE
1) Parties Affected………... 2
2) False or Fraudulent Statements or Claims………. 2
3) Approved Equals and Brand Names……… 2
4) Environmental Requirements……… 2
5) Audit and Inspection of Records………... 4
6) Disadvantaged Business Enterprise………. 4
7) Employment………... 4
8) Termination and Suspension………. 6
9) Unavoidable Delays………. 7
10) Modifications to Contract……… 8
11) Interest of Members of Congress……….. 8
12) Prohibited Interest……… 8
13) Financial Assistance Contracts………. 8
14) Ineligible Contractors and Subcontractors………... 8
15) Contract Changes……… 9
16) Subcontracting Limitations………. 9
17) Copyright and Rights in Data………. 9
18) Cargo Preference – Use of United States – Flag Vessels and Flag Air Carriers……….. 10
19) Nondiscrimination………. 10
20) Assignment……… 18
21) Government Inspection………... 18
22) Patent Infringement………. 18
23) Disputes………. 18
24) Buy America ……… 18
25) Required in Bidding Requirements……… 19
26) Conservation………. 19
27) Changing Requirements………. 19
28) Reporting, Record Retention and Access……… 19
29) Patent Rights……… 20
30) Contract Hours and Safety Standards Act……….. 20
31) Substance Abuse……… 20
32) Access Requirement for Individuals with Disabilities………. 20
33) Seismic Safety………. 21
34) Employee Benefits………... 21
35) No Federal Government Obligations to Third Parties……… 21
36) Privacy Act……… 22
37) Preference for Recycled Products………. 22
38) Employee Protections………. 22
39) Energy Conservation……….. 22
1
EXHIBIT D FTA/IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS
U.S. DEPARTMENT OF TRANSPORTATIONFEDERAL TRANSIT ADMINISTRATION (“FTA”) AND ILLINOIS DEPARTMENT OF TRANSPORTATION (“IDOT”)
ADDENDUM FOR CONSTRUCTION CONTRACTS
1. Parties Affected. The Contractor agrees to take appropriate measures to ensure that his firm, employees, any subcontractors, or any additional parties contracted for work as a result of this Contract will be responsible for compliance with those Federal and State requirements described in this Contract.
2. False or Fraudulent Statements or Claims. The Contractor recognizes that the requirements of the Program Fraud Civil Remedies Act of 1986, as amended, 49 U.S.C.
part 3801 et seq and US DOT regulations 49 C.F.R. Part 31 apply to its actions pertaining to this Contract. Accordingly, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or it may make pertaining to the Contract.
In addition to other penalties that may be applicable, the Contractor also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the Contractor to the extent the Federal Government deems appropriate. If applicable, the Federal Government reserves the right to impose on the Contractor the penalties of 18 U.S.C. Part 1001 and 49 U.S.C. Part No.
5307 (n) (1), to the extent the Federal Government deem appropriate.
3. Approved Equals and Brand Names. Where a feature, component, or item is specified by brand name in the Specifications, the words “or Approved Equal” are implied. All approvals and requests for approvals of proposed Approved Equals must be in writing.
Specification by brand name of components or equipment in the Specification shall not relieve Contractor from its responsibility to design and construct the Equipment and perform the work in accordance with the general performance requirements of the Specifications and these General Provisions.
4. Environmental Requirements. The Contractor recognizes that many Federal and State laws imposing environmental and resource conservation requirements may apply to the Contract. Some, but not all, of the major Federal laws that may affect the Project include:
the National Environmental Policy Act of 1969, as amended, 42 U.S.C. § 4321 et seq.: the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq, and scattered sections of 29 U.S.C.;
the Clean Water Act, as amended, scattered sections of 33 U.S.C. and 12 U.S.C.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. §§ 6901 et seq. The Contractor also recognizes that U.S., EPA, FHWA and other agencies of the Federal Government have issued and are expected in the future to issue regulations, guidelines, standards, orders, directives, or other requirements that may affect the Project. Thus, the Contractor agrees to adhere to, and impose on its subcontractors and any other parties at any tier, any such Federal requirements as the Federal Government may now or in the future promulgate. Listed below are requirements of particular concern to FTA, Metra, and the Contractor. The Contractor acknowledges that this list does not constitute the Contractor’s entire obligation to meet all Federal environmental and resource conservation requirements.
2
FTA/IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS
a. Environmental Protection.The Contractor agrees to comply with the applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 et seq. in accordance with Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 59 Fed.
Reg. 7629, Feb. 16, 1994; FTA statutory requirements on environmental matters at 49 U.S.C. §5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 et seq.; and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622.
b. Air Quality. The Contractor agrees as follows:
1. The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. Specifically:
a) The Contractor agrees to comply with all applicable requirements of U.S.
EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act, "40 C.F.R.
Part 51, Subpart T; and "Determining Conformity of Federal Actions to State or Federal Implementation Plans, "40 C.F.R. Part 93. To support the requisite air quality conformity finding for the Project, the Contractor agrees to implement each air quality mitigation and control measure incorporated in the Project. The Contractor agrees that any Project identified in an applicable State Implementation Plan (SIP) as a Transportation Control Measure, will be wholly consistent with the description of the design concept and scope of the Project described in the SIP.
2. The Contractor agrees to comply with, and assures compliance by its subcontractors at any tier, with these requirements resulting from the project.
The Contractor will report any violation by its own employees and subcontractors at any tier that may result in any violation of these requirements to Metra, the FTA, and to the appropriate U.S. EPA Regional Office.
c. Clean Water. The Contractor agrees as follows:
1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§1251 et seq.
2) The Contractor agrees to comply with, and assures compliance by its subcontractors at any tier, with these requirements resulting from the project.
The Contractor will report any violation by its own employees and subcontractors at any tier that may result in any violation of these requirements to the FTA, Metra, and to the appropriate U.S. EPA Regional Office.
3
EXHIBIT D FTA/IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS
5. Audit and Inspection of Records. Contractor shall permit the authorized representativesof Metra to inspect all work Materials, payroll, and other data and records involving this Agreement and to audit the books, records, and accounts involving this Agreement.
6. Disadvantaged Business Enterprise. Contractor must take all such action as may be necessary and reasonable to assure that minority business enterprises have an equitable opportunity to compete in all subcontracting activities and shall cooperate with Metra in its program for the participation of disadvantaged enterprises.
7. Employment.
7.1 Equal Employment Opportunity and Fair Employment Practices. In connection with the execution and performance of this Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age or disability. Such action shall include but not be limited to the following:
employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
7.2 FTA Regulations. Contractor for itself, its assignees and successors in interests, agrees that it will comply with the following regulations:
a) Compliance with Regulations. Contractor shall comply with the Regulations relative to nondiscrimination in federally-assisted programs of the FTA Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are incorporated herein by reference and made a part of this Contract.
b) Nondiscrimination. Contractor, with regard to the work performed by it during this Contract, shall not discriminate on the grounds of race, religion, color, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and lease of equipment. Contractor shall not participate either directly or indirectly, in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices, when this Contract covers a program set forth in Appendix B of the Regulations.
c) Solicitations for Subcontracts (including Procurements of Materials and Equipment). In all solicitations either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurement of materials or lease of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under the Contract and the regulations relative to nondiscrimination on the grounds of race, color, religion, national origin, age, disability, or sex.
d) Information and Reports. Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts other sources of information, and its facilities as may be determined by Metra or FTA to be
4
FTA/IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS
pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish information, Contractor shall so certify to Metra or FTA, as appropriate, and shall set forth what efforts it has made to obtain the information.e) Sanctions for Noncompliance. In the event Contractor's noncompliance with the nondiscrimination provisions of this Contract, Metra shall impose such Contract sanctions as it or FTA may determine to be appropriate including, but not limited to:
(i) Withholding of payments to Contractor under this Contract until Contractor complies, and/or
(ii) Cancellation, termination or suspension of this Contract, in whole or in part.
f) Incorporation of Provisions. Contractor shall include the paragraphs (a) through (f) of this Section 7.2 in every subcontract, including procurement of materials and lease of equipment, unless exempt by the Regulations, or directives issued pursuant hereto. Contractor shall take such action with respect to any subcontract or procurement as Metra or FTA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request Metra to enter into such litigation to protect the interest of Metra, and in addition, Contractor may request the United States to enter into such litigation to protect the interests of the United States.
7.3 Equal Employment Opportunity. Contractor shall comply with, and assure that each subcontractor complies with, the following regulations of the Illinois Department of Human Rights:
7.3.1 Section 6.1. In the event of the Contractor’s noncompliance with any provisions of the Equal Opportunity Clause, the Contractor may be declared non-responsive and therefore ineligible for future Contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and the Contract may be canceled or voided in whole or in part, and such other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulations. During the performance of this Contract, the Contractor agrees as follows:
1) That it will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, disability, ancestry, physical or mental handicap unrelated to ability, or an unfavorable discharge from military service; and further that it will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any such under-utilization.
2) That, if it hires additional employees in order to perform this Contract or any portion hereof, it will determine the availability (in accordance with the Department's Rules and
5
EXHIBIT D FTA/IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS
Regulations) of minorities and subcontractors, and further, it will promptly notify the Contracting agency and the Department in the event any subcontractor fails or refuses to comply therewith. In addition, no Contractor will utilize any subcontractor declared by the Department to be non-responsible and therefore, ineligible, for Contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations.7.3.2 Section 6.3 Subcontracts. Each Contractor and subcontract shall, in turn, include the Equal Employment Opportunity Clause set forth in Section 6.1 of these Rules and Regulations in each of its subcontracts verbatim or by reference, so that provisions of Paragraphs 1 through 7 of said clause will be binding upon subcontractors of every tier, provided, however, that only paragraphs 1, 5, 6, and 7 need be included in every subcontract as defined in Section 1.1 (17) (a) of these Rules and Regulations.
8. Termination and Suspension. Metra reserves the right to terminate this Contract at any time after the effective date of this Contract, with or without cause. The termination will be effective as provided in Sections 8.1 and 8.2 below.
8.1 Termination for Default (or for Cause).
a. Each of the following is an event of default:
I. If Contractor fails to begin the work or abandons it;
II. If the Contract is assigned or the work subcontracted otherwise than as permitted by the Contract documents.
III. if Contractor unreasonably delays performance of the Contract without excuse hereunder;
IV. if Contractor violates or breaches any of the provisions or covenants of the Contract documents or does not comply therewith in good faith;
V. If the work or any part thereof is not completed within the delivery time prescribed in the Contract, or within the time to which such delivery is extended by Metra;
VI. In view of the necessity for special skill and ample financial resources in the execution of work, if Contractor shall make an assignment for the benefit of creditors, take advantage of any insolvency statute, debtor or creditor law now or hereafter enacted or amended, or if its property or affairs shall be put in the hands of a receiver or receivers.
b. Upon the occurrence of any events of default, Metra, upon written notice to Contractor, shall have the following rights:
I. The right to declare Contractor in default and the Contract abandoned and to take over and complete the work or any part thereof itself or through other Contractors, as agent for at the expense of Contractor; and
6
FTA/IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS
II. The right to declare the Contractor in default and to terminate the Contract asto any work not yet completed.
In any event, Metra reserves its right to damages, liquidated or otherwise, arising out of any such default, and such other remedies as may be provided by the law, unless Contractor cures such default within seven (7) calendar days after receipt of written notification of default. In the event of cancellation or termination following the event of default, no cancellation charges shall be paid to Contractor.
8.2 Termination without Default. As stated before, Metra reserves the right to terminate this Contract, effective immediately, without cause, upon notice to the Contractor of termination in writing. Additionally, in the event FTA’s or IDOT’s financial assistance for Contract is, in whole or in part, suspended, abrogated, or terminated for any reason whatsoever, Metra shall have the right to terminate this Contract upon receipt of written notice by the Contractor, with no obligation other than payment to the Contractor of the following cancellation charges. In the event cancellation other than for Contractor's default, Metra agrees to pay, and Contractor agrees to accept as its sole remedy, cancellation charges equal to the cost (less salvage), if any, of materials, supplies, and labor then expended or irrevocably committed to the work, plus a reasonable profit (not greater than 10%) based on a proportionate allocation of the profit which would have been earned had the entire work been performed to the portion of the work then performed. Title to all property covered by such charges shall vest in Metra without additional charge. Payment of cancellation charges will be made within forty-five (45) calendar days after presentation of Contractor's invoice showing all cancellation charges accompanied by evidence substantiating each cost or expense claimed.
8.3 Post-Termination Obligations. After receipt of a notice of termination, and except as otherwise directed by Metra, the Contractor shall:
a) stop work under the Contract on the date and to the extent specified in the notice of termination; and
b) place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of this work under the Contract as is not terminated; and
c) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination.
9. Unavoidable Delays. If completion of the work under this Contract should be unavoidably delayed, Metra shall extend the time for completion of this Contract for the determined number of days of excusable delay. A delay is unavoidable only if the delay was not reasonably expected to occur in connection with or during the Contractor’s performance;
was not caused directly or substantially by acts, omissions, negligence, or mistakes of the Contractor, the Contractor’s suppliers, or their agents; was substantial and caused the Contractor to miss delivery dates; and the Contractor could not adequately have guarded against the delay by Contractual or legal means.
9.1 Notification of Delay. The Contractor shall notify Metra by telephone as soon as the Contractor has, or should have, knowledge that an event has occurred which will delay the work. Within five (5) calendar days, the Contractor shall confirm such notice in writing furnishing as much detail as is available.
7
EXHIBIT D FTA/IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS
9.2 Request for Extension. The Contractor agrees to supply, as soon as such data isavailable, any reasonable proof that is required by Metra to make a decision on any request for extension. Metra shall examine the request for extension and any documents supplied by the Contractor, and shall determine if the Contractor is entitled to an extension and the duration of such extension, or is subject to Liquidated Damages, or termination for default, as set forth elsewhere in the Contract. Metra shall notify the Contractor of the decision in writing.
It is expressly understood and agreed that the Contractor shall not be entitled to damages or compensation and shall not be reimbursed for losses on account of delays resulting from any cause under this provision.
10. Modifications to Contract.
10.1 Written Change Orders. Oral change orders are not permitted. No change in this Contract shall be made except in writing signed by an authorized representative. The Contractor shall be liable for all costs resulting from any specification change not properly ordered by written modification to the Contract and signed by Metra. In addition, the Contractor shall be responsible for correcting any specification change not properly ordered.
10.2 Change Order Procedure. The Contractor shall submit to Metra a written request for a Contract Modification with a detailed price and schedule breakdown for the work to be done on Metra’s forms. This request shall be accepted or modified through negotiations between the Contractor and Metra. Upon agreement, detailed modifications shall be executed in writing by both parties. Disagreements that cannot be resolved within negotiations shall be resolved in accordance with the Contract Dispute Clause.
10.3 Price Adjustment For Regulatory Changes. If the price adjustment is set forth, either upward or downward, it shall be negotiated between Metra and the Contractor for changes that are mandatory as a result of legislation or regulations that are promulgated and become effective between the date of the bid opening and the date of manufacture. Such price adjustments may be audited, where required.
11. Interest of Members of Congress. No member of or delegate to the Congress of the United States, nor any member or delegate to the Illinois General Assembly, shall be admitted to any share or part of this Contract or to any benefit arising therefrom.
12. Prohibited Interest. No member, officer or employee of Metra, during his tenure shall have any interest, direct or indirect, in this Contract or the proceeds thereof.
13. Financial Assistance Contracts. This Contract is subject to the provisions of the financial assistance Contracts between Metra, FTA, IDOT, and other sponsoring agencies which are identified in the Invitation for Bids.
14. Ineligible Contractors and Subcontractors. Any name appearing upon the Controller General of the United States' list of ineligible Contractors for federally financed and assisted construction shall not be eligible to act as a Contractor or as a subcontractor for the Contractor pursuant to this Contract. In the event the Contractor or subcontractor is on the Comptroller General’s list of ineligible Contractors for federally financed or assisted construction, this contract may be canceled, terminated, or suspended by Metra.
8
FTA/IDOT ADDENDUM FOR CONSTRUCTION CONTRACTS
1) Violation of Public Contracts. Contractor and subcontractors are required to certifythat they are not on the U.S. Comptroller’s consolidated list of persons or firms currently debarred for violation of various public Contracts.
15. Contract Changes. Any proposed change in the Contract shall be submitted to Metra for its prior approval.
16. Subcontracting Limitations. The Contractor shall perform site work, with his own employees, equivalent to at least 30 (%) percent of the total pay items. Only pay items for direct labor and direct labor fringes for the Contractor’s own employees and material purchased for installation by these employees will be used in computing the total amount and percentage of work. Work performed by the Contractor’s employees shall mean actual on-site work. Pay items shall exclude all material purchases made by the Contractor that are installed by either subcontractor(s) of any tier, or material procured on behalf of Metra for installation by Metra’s own workforces. Pay items shall also exclude all general conditions, including but not limited to, insurance, all bonding expenses, mobilization expenses, overhead expenses and profit. In order to be considered an employee of the Contractor, an employee must be listed on required federal and or state payroll tax returns, e.g. State of Illinois UC940 form.
17. Copyright and Rights in Data. This Agreement shall be subject to the U.S. Federal Transit Administration's (FTA) policy on copyrights and rights in data, with respect to research reports and other technical materials developed with program funds. That policy, as set forth in Section II B of the FTA External Operating Manual, permits the author or grantee to copyright the work, but FTA reserves a royalty-free nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, the work for Government purposes.
Definition. The term "subject data" used in this section means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Grant Agreement or Cooperative Agreement. Examples include, but are not limited to:
computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to Project Administration.
Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Grant Agreement or Cooperative Agreement:
1) Except for its own internal use, Metra may not publish or reproduce subject data in whole or part, or in any manner or form, nor may Metra authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public.
2) The restrictions on publication of Subsection 19.b (1) of this Master Agreement, however, does not apply to an Agreement with an institution of higher learning.
In accordance with 49 C.F.R. Part 18.34 and 49 C.F.R. Part 19.36 the Federal Government reserve royalty-free, non-exclusive and irrevocable license to
9
