Copa RFP

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REQUEST FOR PROPOSAL (RFP) FOR

TRAINING AND ONBOARDING FOR THE CIVILIAN OFFICE OF POLICE ACCOUNTABILITY (COPA)
Specification No. 322160

Required for use by:

CITY OF CHICAGO
INDEPENDENT POLICE REVIEW AUTHORITY (IPRA)

This RFP distributed by:


CITY OF CHICAGO
DEPARTMENT OF PROCUREMENT SERVICES

ONE (1) ORIGINAL HARDCOPY OF THE PROPOSAL AND FIVE (5) ELECTRONIC COPIES MUST BE SUBMITTED

All Proposals and other communications must be addressed and returned to:
Jamie L. Rhee, Chief Procurement Officer
Attention: Rony Mammoo, Senior Procurement Specialist
Telephone: (312) 744-5774
Email: [email protected]

Department of Procurement Services


Bid & Bond Room, Room 103, City Hall
121 North LaSalle Street, Chicago, Illinois 60602

A Pre-Proposal Conference will be held on:


November 23, 2016 at 11:00 a.m., Central Time, City Hall, 121 N. LaSalle, 11th Floor, Room 1103
Chicago, Illinois 60602

Attendance is Non-Mandatory, but encouraged.

PROPOSALS MUST BE RECEIVED NO LATER THAN 4:00 PM. CENTRAL TIME, DECEMBER 12, 2016.

RAHM I. EMANUEL JAMIE L. RHEE


MAYOR CHIEF PROCUREMENT OFFICER
Dnp.lnrunNT oF PnocunnunNr SnRvrcns

CITY OF CHICAGO
Dear Vendor:

Under the leadership of Mayor Rahm Emanuel, the City continues to identify ways contractors
can be good corporate citizens, enhance the City's business community, and improve small
businesses' chances of being successful City contractors. The City has several bid incentives
and programs designed to benefit local businesses, small businesses and utilization thereof,
and reward corporate responsibility and community awareness, including bid incentives for
apprentice utilization, city-based businesses, city-based manufacturers, project-area
subcontractors, veteran/small business joint ventures, and the use of alternatively powered
vehicles, as well as the diversity credit program. lnformation about all of the City's programs and
incentives can be found at

One program that you may not be aware of is the City's Mentor-Protg Program ("Program").
Under this Program, a prime contractor mentor is eligible to receive an additional 0.333 ercent
participation credit for every one percent of the value of the contract performed by a
subcontractor MBEA/I/BE protg, up to a maximum of five additional percentage points of
utilization credit. The mentor and protg must enter into a formal, written agreement that must
be approved by the Chief Procurement Officer and that describes how the mentor-protg
relationship will develop the capacity of the MBEAffBE protg firm to become self-sutficiet,
competitive, and profitable.

The Mentor-Protg Program thus embodies two of the City's most important goals: fostering
economic development through the growth of small businesses, and connecting our
communities to one another through lasting relationships that may not otherwise have formed.
We encourage you to make connections at pre-bids and other networking events, contact the
assist agenciesl for vendors specializing in the area of work you are lookin-g to subcontract, and
search our MBEAffBE directory online, with the hope that you will take advantage of this
Program. For more information and a sample mentor-protg agreement, see
02914.pdf .

Please also review the following additional reminders about bidding, contracting, and
compliance.

carefullv. We understand that government solicitations for bids, proposals and qualifications
contain a lot of information and may have mandatory forms to complete. However, errors and
omissions in your bids, proposals and qualifications cost both you and the City time and money,
since non-responsive bids must be rejected. Rejected bids may result in your firm not getting
the contract and increase the cost of work to the City.

' For a list of assist agencies, visit

l2l NORTH LASALLE STREET, ROOM 806, CHICAGO, ILLINOIS 60602

i
lf vou have a question. ask us. The telephone number and e-mail address of the individual from
DPS who is responsible for each solicitation is stated on the cover page of that solicitation. Call
or write us - we are here to assist you. However, please keep in mind that in regards to bid
solicitations, we must communicate answers to anything but the most general questions to all
firms in the vendor pool. This is usually done via an addendum.

disadvantaqed owned businesses. ln each bid solicitation, you receive a list of the City's
registered assist agencies. As you plan for meeting your MBEA/VBE goals, remember to contact
the assist agencies. They have members holding certification in a variety of disciplines. Please
utilize them whenever you have contracting needs. ln fact, contacting these agencies well in
advance of the bid opening dafe is a requirement for demonstrating good faith efforts to obtain
MBEABE participation if you request a reduction or waiver of goals.

A contractor may not


make any substitution for a previously approved subcontractor unless the substitution is
acceptable to the Chief Procurement Officer. All requests to substitute subcontractors must be
submitted on the appropriate form.

that portion of the work from the Citv. Failure to pay your subcontractors within the seven-day
time period may subject you to fines or other penalties.

The City's
Certification and Compliance Management system, C2, allows prime contractors to report
MA/V/DBE utilization quickly and efficiently through a web-based format while simultaneously
allowing subcontractors the ability to confirm payment activity.

EDSs must be kept up to date. Vendors are required to fill out an Economic Disclosure
Statement ("EDS') prior to award of a contract. Until final completion of the project, you must
provide, without need for request by the City, an updated EDS if there is any change in
ownership or change in any other circumstance that would render the EDS then currently on file
inaccurate or obsolete. Failure to provide an updated EDS when required is an event of default.

Persons who lobby City government are required to reqister as a lobbyist with the Board of
Ethics and submit act ivitv reports every quarter. F or more information regarding this
requirement, please contact the City of Chicago Board of Ethics. lnformation about the Board
may be found at www.cityofchicaqo.orq/ethics.

Check the Debarred Vendor List. Prior to submitting a bid, or for existing contracts, a request
for approval of subcontractors, you must check the list of debarred vendors to make sure that
you are not proposing the use of a firm that is ineligible to do business with the City. The list of
vendors ineligible to do business with the City may be found at
/debarred firms list.html.

Complv with prevailinq waqe and minimum waqe requirements. Pursuant to the lllinois
Prevailing Wage Act, (or Davis Bacon Act for federally funded contracts), contractors and
subcontractors must pay laborers, workers and mechanics performing services on public works
projects no less than the current "prevailing rate of wages" (hourly cash wages plus amount for
fringe benefits) in the county where the work is performed and, no later than the tenth day of
each calendar month, file a certified payroll for the immediately preceding month with the public

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body in charge of the project. Additionally, pursuant to Mayoral Executive Order 2014-1, the
minimum wage ($13.00/hour as of October 1,2014) must be paid to all employees regularly
performing work on City property or at a City jobsite, and all employees whose regular work
entails performing a service for the City under a City contract. For more information about the
prevailing wage, visit www. lino is. gov/idol/Laws-Rules/CON M E D/Pages/prevai li ng-wage-
iI

rates.aspx. For a copy of Mayoral Executive Order 2014-1 regarding minimum wage, visit
cutiveOrderNo20l4-
1.pdf.

Administration ("OSHA") laws and resulations. Under the Occupational Safety and Health Act,
employers are responsible for providing a safe and healthful workplace. OSHA's mission is to
assure safe and healthful workplaces by setting and enforcing standards, and by providing
training, outreach, education and assistance. Employers must comply with all applicable OSHA
standards. Employers must also comply with the General Duty Clause of the OSH Act, which
requires employers to keep their workplace free of serious recognized hazards. For more
information, visit www. os ha. qov/law-reos. htm l.

Complv with the Multi-Proiect Labor Agreement ("PLA"). The City is a signatory to the PLA,
which applies to all contractors and subcontractors of any tier performing construction work,
including construction, demolition, rehabilitation, maintenance, and/or renovation of real
property located in Chicago. See the relevant sections of the bid specification for more
information.

n the uirements for area labor is available th h


Chicaqo Cook Workforce Partnership On construction projects of $100,000 or more, at least
50% of the total hours worked must be provided by City residents, and at least 7.5% of the
hours worked must be provided by residents of the project area. The City and Cook County
have partnered to provide job training and collaborate with unions, among other workforce
development initiatives. For more information and to request assistance with complying with
Chicago residency and project arearesidency requirements, visit
or call (312) 603-7066.

I also want to remind you that on December 2, 2014, the City Council of the City of Chicago
passed a new chapter of the Municipal Code, 1-24, specifying a minimum wage of $10.00 per
hour to be paid to all workers within the City of Chicago - not just employees of City contractors
- effective July 1 , 2015. For work performed on City contracts, a Contractor must pay the
highest of (1) prevailing wage/Davis-Bacon rate, if applicable; (2) minimum wage specified by
Mayoral Executive Order 2014-1 (currently at $13.00 per hour); (3) "Living Wage" rate specified
by MCC Sect. 2-92-610; (a) Chicago Minimum Wage rate specified by MCC Chapter 1-24, or
(5) the highest applicable State or Federal minimum wage.

Please take a moment to fill out the optional survey that follows this letter to help us gain a
better understanding of your firm. Thank you for your attention to these important matters, and
we look fonruard to partnering with you on future City contracts.

incerely,

ie L. Rhee
ief Procurement Officer

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PLEASE NOTE: Do not return this survey with your bid, as it is optional
and does not affect the evaluation of your bid. lf you choose to complete
the survey, please fax t to 312-744-0010 or email it to
d ps. feed back@citvofch icaqo. orq.

Vendor Name ("Vendoi')

Date:

(1) Does Vendor have a formal tracking and reporting system of energy/utility/waste/water
usage to identify trends and unusualfluctuations and usage?

(2) Does Vendor have an awareness program for energy conservation that includes regular
communication to employees about avoiding wasteful practices and encourages turning
off lights and other devices when not in use?

lf so, are reminder signs posted in appropriate locations?

(3) Has a policy or practice been adopted to avoid or prohibit the use of high energy-
consuming outdoor advertising (such as LED billboards)?

(4) Are employees instructed to shut down personal computers at the end of each work
period?

Are computers set to turn off monitor, hard drive, or go on standby after 30 minutes or
less of inactivity, or are network/system controls used to minimize energy use in idle
work stations?

(5) Are supplies and cleaning products chosen based on a goal of minimizing harmful or
hazardous contents?

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(6) ls preference given whenever practicable to local suppliers and products produced
locally or regionally?

(7) What percentage of Vendor's full-time employees identify as:

a. White o/o

b. Black or African-American o/o

c. Hispanic %

d. Asian o/o

e. Other o/o

(8) What percentage of Vendor's fulltime employees identify as

a. Male To

b. Female o/o

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Table of Contents
1. GENERAL INVITATION ............................................................................................................................. 1
2. BACKGROUND .......................................................................................................................................... 2
3. DEFINITIONS............................................................................................................................................. 2
4. SCOPE OF SERVICES .............................................................................................................................. 3
5. GENERAL INFORMATION AND GUIDELINES .......................................................................................... 3
6. PREPARING PROPOSALS: REQUIRED INFORMATION ........................................................................ 5
7. EVALUATING PROPOSALS .................................................................................................................... 12
8. SELECTION PROCESS ........................................................................................................................... 14
9. ADDITIONAL DETAILS OF THE RFP PROCESS .................................................................................... 15
ATTACHMENT 1: COMPANY PROFILE INFORMATION ............................................................................... 18
ATTACHMENT 2: COMPANY REFERENCES/CLIENT PROFILE INFORMATION ......................................... 19
EXHIBIT 1: SCOPE OF SERVICES ................................................................................................................ 20
EXHIBIT 1A: TRAINING TOPICS .................................................................................................................... 26
EXHIBIT 2: COST PROPOSAL ....................................................................................................................... 31
EXHIBIT 3: MBE/WBE SPECIAL CONDITIONS AND SCHEDULES ............................................................... 59
EXHIBIT 4: CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT (EDS)
INSTRUCTIONS AND ATTACHMENT A, ONLINE EDS ACKNOWLEDGEMENT ........................ 60
EXHIBIT 5: CONTRACT INSURANCE REQUIREMENTS AND INSURANCE CERTIFICATE ........................ 70
EXHIBIT 6: LOCAL AND OTHER PREFERENCES: ADJUSTMENTS TO THE COST PROPOSAL FOR CITY
OR STATE FUNDED PROJECTS ONLY...................................................................................... 76
EXHIBIT 7: CITY OF CHICAGO SAMPLE PROFESSIONAL SERVICES AGREEMENT ................................ 85

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1. GENERAL INVITATION
1.1 Purpose of the Request for Proposal
The City of Chicago (City) acting through its Department of Procurement Services and the
Independent Police Review Authority (IPRA) invites the submission of proposals from firms with
expertise and experience providing Training and Onboarding for employees of the newly created
Civilian Office of Police Accountability (COPA) (the Services). This agency will be established as of
January 1, 2017 and will take over responsibility for certain types of police misconduct investigations no
later than September 30, 2017.
The purpose of this consulting project is to procure outside services, as described herein, for the
Training and Onboarding programs that are expected to commence as early as March, 2017. Attached
as Exhibit 1A is a list of topics to be included in the Training and Onboarding programs, each of which
requires both preparation of content of training materials and the actual training of staff; included on the
Exhibit, next to each topic, is the party who will take primary responsibility for each such function.
Contractors responsibilities with respect to the project will be as follows:

A. As outlined in Exhibit 1A, COPA leaders and representatives from other City Departments will
develop the training content and serve as the training faculty with respect to several topics. For these
portions of the onboarding and training initiative, the Contractor selected under this RFP will be
responsible for only administrative responsibilities (Administrative Services) in preparing such
materials and providing such training, such as identifying locations, scheduling faculty, communicating
with trainees, providing supplies and equipment, and providing all other requisite support necessary for
the successful and timely implementation of the programs, as further described in this RFP.

B. Exhibit 1A, also provides that the selected Contractor will be responsible for training content
development and the provision of faculty for training (these are denoted by the word, Vendor, on the
exhibit) for specified topics. With respect to these topics, the selected Contractor, through its
employees or subcontractors, in addition to providing the Administrative Services for such topics, will be
primarily responsible for developing programming content and providing faculty for the training
sessions. Any and all content and presentations will be subject to pre-review and approval by COPA.

The Contractor awarded a contract pursuant to this RFP shall perform all applicable duties as outlined
in the Scope of Services.

The work contemplated is professional in nature. It is understood that the Contractor acting as an
individual, partnership, corporation or other legal entity, is of professional status, licensed to perform in
the State of Illinois and licensed for all applicable professional discipline(s) requiring licensing and will
be governed by the professional ethics in its relationship to the City. It is also understood that all
reports, information, or data prepared or assembled by the Contractor under a contract awarded
pursuant to this RFP are confidential in nature and will not be made available to any individual or
organization, except the City, without the prior written approval from the City. Any contract resulting
from this document will require the Contractor to execute a statement of confidentiality.

The Contractor shall be financially solvent and each of its members, if a joint venture, its employees,
agents or subcontractors of any tier shall be competent to perform the services required under this RFP
document.

1.2 Internet Access to this RFP


Respondents may download the RFP and any future addenda from the Citys DPS website at the
following URL address: www.cityofchicago.org/bids

In the event you do not have download capability, all materials may be obtained from the City of
Chicago Department of Procurement Services' Bid & Bond Room, located in Room 103, City Hall, 121
N. LaSalle in Chicago, IL 60602.
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After downloading the RFP, the Respondent must contact the Bid & Bond Room by emailing the
Respondents electronic business card or contact information to [email protected],
referencing Specification No. 322160. Submission of electronic contact information will enable
Respondents to receive any future clarifications and/or addenda related to this RFP.
The City accepts no responsibility for the timely delivery of materials or for alerting Respondents on
posting to the DPS website information related to this RFP.
Under no circumstances shall failure to obtain clarifications and/or addenda relieve a Respondent from
being bound by any additional terms and conditions in the clarifications and/or addenda, or from
considering additional information contained therein in preparing a Proposal. Furthermore, failure to
obtain any clarification and/or addendum shall not be valid grounds for a protest against award(s) made
under this RFP.
2. BACKGROUND
In April 2016, the Mayor-appointed Police Accountability Task Force recommended that the
Independent Police Review Authority (IPRA) be replaced by a new civilian oversight agency. During
the summer of 2016, the City of Chicago administration and City Council worked to obtain public input
on the nature and scope of the new agency to be created. On October 5, 2016, the City Council
enacted an ordinance creating the new Civilian Office of Police Accountability (COPA) which agency
will be established as of January 1, 2017 and which will take over responsibility for certain types of
police misconduct investigations no later than September 30, 2017.
Because COPAs mandate is broader than that of IPRA, the new organization will be larger and will
encompass individuals with additional skills and capabilities. Hiring plans are currently being put in
place to populate the new agency with a staff that has the training and experience to conduct quality
and timely misconduct investigations. Based on the current organizational vision and budget for COPA,
the new entity will be comprised of approximately 140 full-time employees. The current IPRA
leadership team will be responsible for overseeing the hiring and onboarding processes for COPA.
Because the IPRA leadership team will also be responsible for overseeing and maintaining ongoing
IPRA operations while the new agency is being staffed and trained, the leadership team will need
external resources to assist in designing and implementing the training and onboarding programs for
COPA.
3. DEFINITIONS
The following defined terms have the meanings specified below.
NOTE: If a defined term is used only once, then it may be defined within the context in which it appears
in that paragraph or section.
Chief Procurement Officer or CPO" means the Chief Procurement Officer of the City of Chicago and
any representative duly authorized in writing to act on her behalf.
Chief Administrator (IPRA Chief) means the Chief Administrator or designee.
Contractor means the Respondent awarded a contract pursuant to this RFP process.
COPA means Civilian Office of Police Accountability, a new agency will be established as of January
1, 2017 and take over responsibility for certain types of police misconduct investigations no later than
September 30, 2017.
Department means the City of Chicagos Independent Police Review Authority (IPRA).
EC means the Evaluation Committee appointed to review and assess all Proposals, and make its
recommendations to the Chief Administrator concerning its evaluations.
IPRA means the Independent Police Review Authority.
Proposal is the written content and documents submitted in response to this RFP from a Respondent.

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Respondent means the primary entity which submits a Proposal in response to this RFP and may
include subcontractors and other affiliates.

4. SCOPE OF SERVICES
The Services that the City seeks to acquire are described in detail in the Scope of Services, Exhibit 1.

4.1 Minority and Women Business Enterprises Commitment


The current Minority Business Enterprise (MBE) participation goal is 25%, and the current Women
Business Enterprise (WBE) participation goal is 5% of the total contract value.

4.2 Contract Term


Any contract awarded pursuant to this RFP solicitation shall be for a base contract period of one (1)
year and up to an additional one (1) year extension to provide ongoing services

5. GENERAL INFORMATION AND GUIDELINES


5.1 Communications Between the City of Chicago and Respondents

A. Submission of Questions or Requests for Clarifications


Respondents must communicate only with the Department of Procurement Services. All questions
or requests for clarification must be in writing, sent by e-mail, and directed to the attention of Rony
Mammoo, [email protected], Department of Procurement Services, Room 806, City
Hall and must be received no later than 4:00 p.m. Central Time, on November 23, 2016.
Respondents are encouraged, but not required, to submit questions one (1) week prior to the
scheduled Pre-Proposal Conference.

All questions and requests for clarification must be submitted via e-mail. The subject line of the
email must clearly indicate that the contents are Questions and Request for Clarification about the
RFP and are Not a Proposal and must refer to Request for Proposal (RFP) for Training and
Onboarding for the Civilian Office of Police Accountability, Specification No. 322160. No telephone
calls will be accepted unless the questions are general in nature.

B. Pre-Proposal Conference
The City will hold a Pre-Proposal Conference at City Hall, 11th Floor Room 1103, 121 North LaSalle
Street Chicago, Illinois 60602 at 11:00 a.m. Central Time on November 23, 2016. All parties
interested in responding to this RFP are urged to attend in person. The City requests that all parties
planning on attending the Pre-Proposal Conference notify Rony Mammoo prior to the Pre-Proposal
Conference. The e-mail communication shall include the names, titles, e-mail address and phone
number of each attendee and indicate whether the attendee is participating in person.

The City will answer questions and clarify the terms of the RFP at the Pre-Proposal Conference.
The City may respond both to questions posed on the day of the conference and to questions e-
mailed prior to the conference. Anything stated at this Pre-Proposal Conference is not intended to
change the solicitation document. Any changes will be in writing in the form of an addendum issued
by the Department of Procurement Services.

5.2 Deadline and Procedures for Submitting Proposals

A. To be assured of consideration, Proposals must be received by the City of Chicago in the Citys Bid
& Bond Room (Room 103, City Hall) no later than 4:00 P.M. Central Time on December 12, 2016.
The Bid & Bond Room can be reached at telephone number 312-744-9773.

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B. The City may, but is not required to accept Proposals that are not received by December 12, 2016
at 4:00 p.m. Only the Chief Procurement Officer is empowered to determine whether to accept or
return late Proposals.

Failure by a messenger delivery service or printing service to meet the deadline will not excuse the
Respondent from the deadline requirement. Hand-carried Proposals must be placed in the
depository located in the Bid & Bond Room located in Room 103, City Hall. The time of the receipt
of all Proposals to this RFP will be determined solely by the clock located in the Bid & Bond Room
of City Hall. It is Respondent's sole responsibility to ensure that the Proposal is received as
required.

C. Proposals must be delivered to the following address:

Jamie L. Rhee, Chief Procurement Officer


City of Chicago
Department of Procurement Services
Bid & Bond Room
Room 103, City Hall
121 North LaSalle Street
Chicago, Illinois 60602
D. Respondent must submit 1 hardcopy original, 5 electronic copies and 1 redacted copy.

i) The original hardcopy must be clearly marked as ORIGINAL, and must bear the original
signature of an authorized officer on all documents requiring a signature.
ii) Each electronic copy must be an exact duplicate of the original in searchable pdf format on
a separate USB drive or CD-ROM.
iii) One redacted copy of the original proposal in a single .pdf format document per Section 5.5.
iv) Respondent must enclose all documents in sealed envelopes or boxes.
v) The outside of each sealed envelope or box must be labeled as follows:
Proposal Enclosed
Request for Proposal (RFP) for Training and Onboarding for the Civilian Office of Police
Accountability (COPA)
Specification No. 322160
Due: 4:00 p.m. Central Time, December 12, 2016
Submitted by: (Name of Respondent)
Package ____ of ____
E. The Citys opening of Respondents sealed envelope(s) or package(s) containing a Proposal shall
neither be deemed nor constitute acceptance by the City of Respondents Proposal. The City
reserves the right to open and inspect all such sealed envelope(s) or package(s), regardless if the
same were submitted by the due date and time specified herein, for any purpose, including without
limitation, determining the particular RFP to which Respondent has responded, determine if a
Proposal was submitted by the date and time specified herein.

5.3 RFP Information Resources


Respondents are solely responsible for acquiring the necessary information or materials. Information
for preparing a response to this RFP can be located in the following areas of the Citys website:
www.cityofchicago.org/Procurement:
Search MBE/WBE Directory Database
Pre-Bid/Proposal Conference Attendees
Addenda and Exhibits, if any.
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5.4 Procurement Timetable
The timetable for the RFP solicitation is summarized below. Note that these are target dates and are
subject to change by the City.
Key Activity Target Date
City Issues RFP November 10, 2016
Non-Mandatory Pre-Proposal Conference November 23, 2016
Proposal Questions Due November 23, 2016
Proposals Due December 12, 2016

5.5 Transparency Website: Trade Secrets


Consistent with the City's practice of making available all information submitted in response to a public
procurement, all proposals, any information and documentation contained therein, any additional
information or documentation submitted to the City as part of this solicitation, and any information or
documentation presented to City as part of negotiation of a contract or other agreement may be made
publicly available through the City's Internet website. However, Respondents may designate those
portions of the Proposal which contain trade secrets or other proprietary data ("Data") which
Respondents desires remain confidential.
To designate portions of the Proposal as confidential, Respondent must:
1. Mark the cover page as follows: "This Proposal includes trade secrets or other proprietary data.
2. Mark each sheet or Data to be restricted with the following legend: "Confidential: Use or disclosure
of data contained on this sheet is subject to the restriction on the title page of this RFP."
3. Provide a USB drive or CD-ROM with a redacted copy of the entire Proposal or submission as a
single .pdf format document for posting on the City's website. Respondent is responsible for
properly and adequately redacting any Data which Respondent desires remain confidential. If
entire pages or sections are removed, they must be represented by a page indicating that the page
or section has been redacted. Failure to provide a USB drive or CD-ROM with a redacted copy
may result in the posting of an un-redacted copy.
Indiscriminate labeling of material as "Confidential" may be grounds for deeming a Proposal as
non-responsive.
All Proposals submitted to the City are subject to the Freedom of Information Act. The City will
make the final determination as to whether information, even if marked "confidential," will be
disclosed pursuant to a request under the Freedom of Information Act or valid subpoena.
Respondent agrees not to pursue any cause of action against the City with regard to disclosure of
information.

6. PREPARING PROPOSALS: REQUIRED INFORMATION


Each Proposal must contain all of the following documents and must conform to the following
requirements.

6.1 Format of Proposals


Proposal hardcopies must be prepared on 8 " X 11" letter size paper (preferably recycled), printed
double-sided, and bound on the long side. The City encourages using reusable, recycled, recyclable
and chlorine free printed materials for bids, proposal, reports and other documents prepared in
connection with this solicitation. Expensive papers and bindings are discouraged, as no materials will
be returned.

Sections should be separated by labeled tabs and organized in accordance with subject matter
sequence as set forth in Section 6.2. Each page of the Proposal must be numbered in a manner so as
to be uniquely identified.

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Electronic versions of the original proposal shall be word-searchable and mirror images of the original
hardcopy.

6.2 Required Contents of Proposal


Proposal content must be clear, concise and well organized. Respondent is strongly discouraged from
including marketing or promotional materials not related specifically to the focus of this RFP.
Respondents are advised to adhere to the submittal requirements of the RFP. Failure to comply with
the instructions of this RFP may be cause for rejection of the non-compliant Proposal. Respondent
must provide information in the appropriate areas throughout the RFP. While the City recognizes that
Respondents provide costs in varying formats, compliance with the enclosed Pricing Cost Proposal in
Exhibit 2 is required to facilitate equitable comparisons.

The detailed Proposal evaluated by the City must include a response to all requirements in this RFP.
By submitting a response to this RFP, you are acknowledging that if your Proposal is accepted by the
City, your Proposal and related submittals may become part of the contract.
At a minimum, the Proposal must include the following items:
A. Cover Letter

Respondent must submit a cover letter signed by an authorized representative of the entity
committing Respondent to provide the Services as described in this RFP in accordance with the
terms and conditions of any contract awarded pursuant to the RFP process. The cover letter must:

i) Indicate the number of years the company/organization has been in business, and provide
an overview of the experience and background of the company/organization and its key
personnel committed to this project.
ii) Identify the legal name of the company/organization, its headquarters address, its principal
place of business, its legal form (i.e., corporation, joint venture, limited liability company or
partnership, etc.), and the names of its principals or partners and authority to do business in
Illinois with the most recent documents filed with and obtained from the Secretary of State.
iii) Indicate the name, telephone number(s) and e-mail address of the principal contact for this
proposal, oral presentation or negotiations.
iv) Summarize Respondents commitment to comply with the MBE/WBE requirements as stated
in the Special Conditions Regarding Minority Business Enterprise (MBE) and Women
Business Enterprise (WBE) Commitment in Exhibit 3 of this RFP.
v) Include statement of any objections or comments, to the City of Chicagos standard contract
terms and conditions as stipulated in the Sample Professional Services Agreement in
Exhibit 7 of this RFP.
vi) Acknowledge receipt of Addendum issued by the City, if any.
B. Executive Summary

Respondent must provide an executive summary which explains its understanding of the Citys
intent and objectives and how their Proposal would achieve those objectives. The summary must
discuss Respondents strategy and methodology for successfully developing curriculums and
providing Onboarding and Training for the Civilian Office of Police Accountability; strategies, tools
and safeguards for ensuring performance of all required Services; satisfying the scope of services
in the RFP and any additional factors for the Citys consideration.

C. Professional Qualifications and Specialized Experience of Respondent and Team Members


Committed to this Project

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If Respondent proposes that major portions of the work will be performed or provided by different
team members (e.g. joint venture partners, suppliers, subcontractors, etc.), Respondent must
provide the required information as described below for each such team member. For clarification,
the information described below must be provided for employees or subcontractors of Respondent
who are preparing content or serving as faculty for topics as indicated in Exhibit 1A.

1. Company Profile Information (Attachment 1)

Identify participants in Respondents Team. For example if Respondent is a business entity


that is comprised of more than one legal participant (e.g., Respondent is a general partnership,
joint venture, etc.), then Respondent must identify or cause to be identified all participants
involved, their respective ownership percentages, and summarize the role, degree of
involvement, and experience of each participant separately.
If Respondent has a prime contractor/subcontractor relationship instead, this information
regarding role, involvement and experience is also required for any subcontractor that is
proposed to provide a significant portion of the work.
Provide a chronological history of all mergers and/or acquisitions involving the Respondent
team members, including all present and former subsidiaries or divisions and any material
restructuring activities, if applicable. Include any such forthcoming actions, if such disclosure
has already been made generally available to the public and is permitted by law.
If Respondent is a joint venture, attach a copy of the joint venture agreement signed by an
authorized officer of each joint venture partner. Each partner must execute:
a) Schedule B as shown in Exhibit 3, if joint venture includes City of Chicago or Cook
County certified MBE/WBE firms(s), as applicable.
b) Separate Economic Disclosure Statement and Affidavit (EDS) completed by each
partner and one in the name of the joint venture as shown in Exhibit 4.
c) Insurance certificate in the name of the joint venture business entity.
2. Company References/Client Profile Information (Attachment 2)

Respondent must provide at least three client references for the Services substantially similar to
the Scope of Services in Exhibit 1 of this RFP preferably from municipalities of similar scope
and magnitude as described in this RFP. Respondent may utilize the City of Chicago as one
reference, if applicable. Experience will not be considered unless complete reference data is
provided. At a minimum, the following information must be included for each client reference:
Client name, address, contact person name, telephone and email address.
Description of Services provided similar to the Services outlined in Exhibit 1 of this RFP.
The date when the Service was implemented.
The location of the Services.
Nature and extent of Respondents involvement as the prime Contractor (also indicate
area of secondary responsibility, if applicable) Identify Services, if any, subcontracted,
and to what other company.
Contract term (Start and End date, or indicate if currently providing services)
The total dollar value of the Contract.

All client reference information must be supported and verified. Reference contacts must be
aware that they are being used and agreeable to City interview for follow-up.
The City may solicit from previous clients, including the City of Chicago, or any available
sources, relevant information concerning Respondents record of past performance.

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3. Capacity to Perform City Project

Describe how any uncompleted projects and/or contractual commitments to other clients will
affect your ability to deliver services, capacity to perform within Citys timeline and affect
dedicated resources committed to the Citys project. Respondent must provide a summary of
current and future projects and commitments and include projected completion dates. Identify
what percentage of the Services will be performed utilizing your own workforce, equipment and
facilities. Percentage of the work to be subcontracted, if applicable.
4. Business License/Authority to do Business in Illinois

Respondent must provide copies of appropriate licenses or certifications required of any


individual or entity performing the Services described in this RFP in the City of Chicago, County
of Cook and State of Illinois, for itself, its partners and its subcontractors, including evidence that
Respondent is authorized by the Secretary of State to do business in the State of Illinois. If
Respondent is not currently doing business in Illinois at the time of submission, it is not required
to show corporate good standing in Illinois with the proposal; Respondent should so indicate,
and provide evidence of good standing for its state of organization, and primary state of
operation, if different. Corporate good standing in Illinois will be required for award of any
contract.
These requirements will vary depending upon the circumstances of each Respondent. See the
Department of Business Affairs and Consumer Protection (BACP) website for additional
information:
www.cityofchicago.org/businessaffairs.http://www.cityofchicago.org/businessaffairs
http://www.cityofchicago.org/businessaffairs
If required by law, Respondents are required to have an Illinois Business License. See the State
of Illinois, Department of Business Services website for additional information:
www.cyberdriveillinois.com.
Additionally, visit the State of Illinois Division of Professional Regulation for information
regarding the State of Illinois Professional Certifications: www.idfpr.com/DPR/.
D. Professional Qualifications, Specialized Experience and Local Availability of Key Personnel
who will be dedicated to the Services described in this RFP.

Respondent must provide a summary of individuals who will be dedicated to the Services described
in this RFP. For each key person identified, Respondent must provide the following information:

i) Summary of the key personnel who will be dedicated to the Services as proposed and
consistent with Staffing Plan per Section 6.2.E.4.
ii) Key personnel areas of expertise and areas for prime responsibility for various tasks or
aspects of the Services.
iii) Resumes or corporate personnel profiles with past experience for each of the key
personnel, including a description of their roles and responsibilities on recent projects of
similar type, scope, and magnitude relating to the Scope of Services as described in this
RFP. Respondent must provide the following information:
a) Title and reporting responsibility.
b) Proposed role in this program, including the functions and tasks for which they will
have prime responsibility (also indicate areas of secondary responsibility, if
appropriate)
c) Pertinent areas of expertise and past experience
d) Base location (local facility, as applicable)
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e) Resumes or corporate personnel profiles which describe their overall experience and
expertise.
E. Implementation and Management Plan

Respondent must provide a detailed summary of their plan for implementing and delivering the
products and services requirements as outlined in Exhibit 1, Scope of Services.

1. Approach to Implementing Services

Describe your policies and procedures for implementing projects, quality control/checks, project
management, response time, program support & reporting/recommendation services, including
your approach to overcoming obstacles, if any, and troubleshooting to resolve problems.

2. Organization Chart

Submit an organization chart which clearly illustrates the team structure comprising all firms
(joint venture partners, if any, subcontractors); their relationship in terms of proposed Services;
and key personnel involved and the following information:
a) Respondent should provide an organization chart which identifies not only the proposed
organizational structure, but also key personnel by name and title. Staffing levels of each
organizational unit should be estimated. The specific role of each of the firms/organizations
in a team or joint venture for each task/work activity must be described.
b) Respondent must describe the specific role of each of the firms in a team or joint venture for
each task/work activity.
c) Respondent should provide an organization chart identifying and showing the relationships
between the Respondent and subcontractors. The generic titles and responsibilities of key
personnel to be assigned to this project by the Respondent and by any subcontractor must
be identified.
3. Dedicated Resources

Describe software, personnel, applicable technologies and other resources available for
implementing the Services; providing in detail, whether resources are proprietary or outsourced.

Describe personnel, training location/facilities, hours and days of operation and resources
available.

4. Staffing Plan

Provide an assessment of staffing needs for each major activity area by job title and function.
The assessment should include full-time equivalents for professional staff and supervisors
committed to the City of Chicago project including team structure, numbers and team
management plans to achieve requirements for implementation and services.
Submit resumes for key personnel that will be committed to this engagement. Correlate team
members to the tasks they will be performing during implementation/ and on-going operations.
Along with each resume, Respondent should identify each primary team member working on
staff with Respondent, as well as those working in a subcontracting capacity. For each
proposed key personnel, describe previous related experience and provide references
including: name, address, and telephone number of contact person, and brief description of
work history. The City reserves the right to conduct background checks on any personnel within
the scope of this engagement.
F. Cost Proposal (Exhibit 2)
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The Respondent is responsible for disclosing any charges or fees not listed on Exhibit 2 that the
City would incur with the Respondent, before, during, and after the implementation as Other Costs.
Proposals that fail to include cost proposal information will be rejected as incomplete and deemed
non-responsive.

All costs must, at a minimum, be provided as requested in Exhibit 2. For purposes of comparing
costs between Respondents, Respondents must not deviate from the cost table outlined in Exhibit
2. The City reserves the right to negotiate a final fixed price, terms, and conditions with selected
Respondent.

The City is no way representing that the cost table is all-inclusive. As such, the Respondent is
expected to provide Other Costs, as warranted, and include a comprehensive itemization of all
resources, licenses, fees, etc. that will be required as part of its proposed Services.

If Respondent would like the City to apply, in evaluating Respondent's pricing, the (1) Preference for
Chicago-based businesses, (2) Incentive for Alternatively Fueled Vehicles, or (3) Bid Incentive for
Veteran-Owned Small Local Businesses and Eligible Joint Ventures, Respondent must submit the
applicable affidavit(s) with its proposal. A description of these preferences and affidavits may be
found in Exhibit 6.

G. Minority and Women Business Enterprises Commitment

Respondent must complete and submit the forms that are attached to this RFP in Exhibit 3 to
evidence Respondents proposed MBE/WBE participation in some aspect of the contract. The
current Minority Business Enterprise (MBE) participation goal is 25%, and the current Women
Business Enterprise (WBE) participation goal is 5% of the total contract value.

Respondent must submit a completed Schedule D-1 and obtain a separate Schedule C-1
completed and signed by each proposed MBE and WBE firm describing the services to be
provided. With each Schedule C-1 form, Respondent should submit a current Letter of Certification
issued by the City of Chicago. The proposed MBE or WBE firm must be certified by the City of
Chicago or Cook County at the time of Proposal submission. The City reserves the right to require
Respondents to replace any proposed MBE/WBE that is not certified with the City of Chicago or
Cook County.

Further, the percentage participation for each MBE or WBE firm on the individual Schedule C-1s
should match the percentages for each MBE or WBE firm listed on the Schedule D-1. All schedules
submitted must be original signature. Failure to submit these documents, or incomplete documents,
may result in Respondent being declared non-responsive.

In order to determine the best way in which to achieve and document MBE/WBE participation,
Respondent must refer to the Special Conditions Regarding Minority Business Enterprise
Commitment and Women Business Enterprise Commitment attached to this RFP as Exhibit 3. To
locate MBE/WBE firms who are currently certified with the City of Chicago in various areas of
specialty, you may search the Citys MBE/WBE Directory Database on the Citys website:
www.cityofchicago.org/Procurement.

H. Financial Statements

Respondent must provide a copy of its audited financial statements for the last 3 years.
Respondents that are comprised of more than one entity must include financial statements for each
entity. The City will accept a complete set of financial statements on CD-ROM or USB drive instead
of multiple copies, if voluminous for the period requested, but will not accept a web link.

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Respondents are required to provide required financial statements in sufficient detail for the City to
assess its financial condition as part of their proposed submission. The City reserves the right to
accept or reject any financial documentation other than the financial statements requested by this
section.

If Respondent is unable to provide audited financial statements, state the reasons in your Proposal
response and provide financial documentation in sufficient detail to enable the City to assess the
financial condition of your company.

Sufficient alternate documentation would be un-audited financial statements from those


Respondents not required to have their financial statements audited. At a minimum, the statements
need to be the balance sheets and income statements (or equivalent) for the requested three years.
Assets/liabilities and income/ expenses must be presented in adequate detail for the City to assess
the financial condition of the Respondent.

I. Economic Disclosure Statement and Affidavit (EDS) and Attachment A: Online EDS
Acknowledgement

Respondent shall complete an Economic Disclosure Statement and Affidavit and Attachment A:
Online EDS Acknowledgement. See Online City of Chicago EDS Instructions and Attachment A:
Online EDS Acknowledgement, in Exhibit 4. If Respondent is a business entity other than a
corporation, then each member, partner, etc., of Respondent must complete an EDS, as applicable,
per the instructions on the EDS form. In addition, any entity that has an interest in Respondent or in
one or more of its members, partners, etc., and is required pursuant to the Municipal Purchasing
Act for Cities of 500,000 or More Population (65 ILCS 5/8-10-8.5) or Chapter 2-154 of the Municipal
Code of Chicago to provide a disclosure must submit a completed and executed EDS as an entity
holding an interest in an Applicant as described in the EDS. All affidavits must be notarized. Upon
completion of Online EDS, Respondent shall submit a copy of 2 documents with their
Proposal: 1) Certificate of Filing printed from system and 2) hardcopy of the executed
Attachment A, Online EDS Acknowledgement form.

The Respondent submitting as the prime must submit the above referenced EDS documents with
its Proposal. Subcontractors may be asked, at the Citys discretion, to provide an EDS during the
evaluation process.

J. Legal Actions

Respondent must provide a listing and a brief description of all material legal actions, together with
any fines and penalties, for the past 5 years in which (i) Respondent or any division, subsidiary or
parent entity of Respondent, or (ii) any member, partner, etc., of Respondent if Respondent is a
business entity other than a corporation, has been:

i) A debtor in bankruptcy; or
ii) A plaintiff or defendant in a legal action for deficient performance under a contract or
violation of a statute or related to service reliability; or
iii) A respondent in an administrative action for deficient performance on a project or in violation
of a statute or related to service reliability; or
iv) A defendant in any criminal action; or
v) A named insured of an insurance policy for which the insured has paid a claim related to
deficient performance under a contract or in violation of a statute or related to service
reliability; or
vi) A principal of a bond for which a surety has provided contract performance or compensation
to an obligee of the bond due to deficient performance under a contract or in violation if a
statute or related to service reliability; or

11
vii) A defendant or respondent in a governmental inquiry or action regarding accuracy of
preparation of financial statements or disclosure documents.

The City reserves the right to request similar legal action information from Respondents team
members during the evaluation process.

K. Insurance

Respondent should include a statement that they can comply with the Citys insurance
requirements. Prior to contract award, the selected Respondent will be required to submit evidence
of insurance in the amounts specified in the attached Exhibit 5.

7. EVALUATING PROPOSALS

7.1 Evaluation Process


An Evaluation Committee, which will include the representatives from the Independent Review
Authority, the Department of Procurement Services and may include representatives of other
departments of the City (Evaluation Committee or EC) will review and evaluate the Proposals, as
described below.
In evaluating Proposals, the EC will first consider the completeness and responsiveness of the
Respondents Proposal. The Proposal evaluation process is organized into three phases:
Phase I - Preliminary Proposal Assessment
Phase II - Proposal Evaluation
Phase III - Site Visits, Product/System Demonstration and/or Oral Presentations (if necessary)
Phase I - Preliminary Proposal Assessment
Phase I will involve an assessment of the Respondents compliance with and adherence to all submittal
requirements requested in Section 6.2, Required Content of the Proposal. Proposals which are
incomplete and missing key components necessary to fully evaluate the Proposal may, at the discretion
of the EC, be rejected from further consideration due to non-responsiveness and rated Non-
Responsive. Proposals providing responses to all sections will be eligible for detailed analysis in Phase
II, Proposal Evaluation.
Phase II - Proposal Evaluation
In Phase II, the EC will evaluate the extent to which a Respondents Proposal meets the requirements
set forth in the RFP. Phase II will include a detailed analysis of the Respondents qualifications,
experience, proposed resources, implementation and management plan, cost proposal, and other
factors based on the evaluation criteria outlined in Section 7.2, Evaluation Criteria.

As part of the evaluation process, the EC will review the information required by Section 6.2, for each
Proposal received. The EC may also review other information gained by checking references and by
investigating the Respondents financial condition.

The City reserves the right, after advertisement of the RFP, to refine the Scope of Services, with
appropriate notice. Further, if, upon receipt of Proposals, the City wishes to make refinements to the
Scope of Services, it may, depending upon the circumstances, provide the revision to all Respondents
and invite revised proposals from the Respondents based upon the revised Scope of Services.

The City reserves the right to seek clarification of any information that is submitted by any Respondent
in any portion of its Proposal or to request additional information at any time during the evaluation
process. Any material misrepresentation made by a Respondent may void the Proposal and eliminate
the Respondent from further consideration.

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The City reserves the right to enlist independent consulting services to assist with the evaluation of all
or any portion of the Proposal responses as it deems necessary.

7.2 Evaluation Criteria


In Phase II, the Evaluation Committee will review the Respondent's Proposal to determine overall
responsiveness and completeness of the Proposal with respect to the components outlined in the RFP
the following criteria (not necessarily listed in order of importance) as applicable:
A. Professional and Technical Competence

i) Ability to provide the Services described in the RFP, including capacity to perform the Scope of
Services described in Exhibit 1 of this RFP.
ii) Professional Qualifications and Specialized Experience of Respondent and its Team
committed to this project.
iii) Experience in providing Services substantially similar on projects of similar scope and
magnitude (e.g., specifically with respect to large organizations, organizations with strong
identities of their own and government agencies).
iv) Professional Qualifications and Specialized Experience of Respondents Key Personnel (and
Team Members) and Local Availability of Key Personnel committed to the City of Chicago.
v) References / Past and Current Performance of the Respondent (and Team members) on other
contracts in terms of quality of services, operating within budget and compliance with
performance schedules. The Committee may solicit from current and/or previous clients
including the City of Chicago, other government agencies, or any available sources, relevant
information concerning the Respondents record of performance.
B. Quality, Comprehensiveness and Adequacy of the proposed Implementation and Management Plan
including the resources available, staffing plan, local availability and commitment of personnel who
will manage and oversee the City of Chicago project.

The Evaluation Committee will review each Proposal for the Respondents understanding of the
objectives of the Services and how these objectives may be best accomplished. Each Respondent
will be evaluated on their overall strategy, methodology and approach to meeting the Citys service
level needs.

C. Cost Proposal

The City will consider completeness and adequacy of cost as per the Cost Proposal, Exhibit 2. In
evaluating the reasonableness of proposed costs, the City may apply: (1) Preference for Chicago-
based businesses, (2) Incentive for Alternatively Fueled Vehicles, (3) Bid Incentive for Veteran-
Owned Small Local Businesses and Eligible Joint Ventures, as applicable.

D. MBE/WBE Plan

The level, relevancy and quality of participation by MBE/WBE firms certified by the City of Chicago
and/or Cook County. It should be noted that non-responsiveness to this requirement may be cause
for the prospective Respondent to be disqualified.

E. Legal Actions

The EC will consider any legal actions, if any, against Respondent and any division, subsidiary or
parent company of Respondent, or against any member, partner, etc., of Respondent if Respondent
is a business entity other than a corporation.

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F. Financial Stability

The EC will consider the financial condition of Respondent. Respondent must be financially stable
to ensure performance over the duration of the contract.

G. Compliance with Laws, Ordinances, and Statutes

The EC will consider Respondents compliance with all laws, ordinances, and statutes governing
the contract. See Online City of Chicago EDS Instructions and Attachment A, Online EDS
Acknowledgement form in Exhibit 4.

H. Degree to which the Respondent accepts the Citys Terms and Conditions in the sample
Professional Services Agreement in Exhibit 7 enabling the City to successfully negotiate a contract.

I. Conflict of Interest

The EC will consider any information regarding Respondent, including information contained in
Respondents Proposal, that may indicate any conflicts (or potential conflicts) of interest which
might compromise Respondents ability to satisfactorily perform the proposed Services or
undermine the integrity of the competitive procurement process. If any Respondent has provided
any services for the City in researching, consulting, advising, drafting, or reviewing of this RFP or
any services related to this RFP, such Respondent may be disqualified from further consideration.

8. SELECTION PROCESS

After the Evaluation Committee (EC) completes its review of Proposals in Phase II, it may submit to
the IPRA Chief and the Chief Procurement Officer a recommended short list of Respondents (Phase
III), or the EC may forego Phase III and submit a recommendation to select one Respondent or a
recommendation to reject any or all Proposals.

Phase III- Site Visit and/or Oral Presentations

If the EC submits a short list of Respondents for further review, then, in the sole discretion of the IPRA
Chief with concurrence from the Chief Procurement Officer, those short-listed Respondents may be
subject to a site visit and/or invited to appear before the Evaluation Committee for product/system
demonstration and/or oral presentation; to clarify in more detail information what was submitted in
Respondents Proposal; and/or to ask Respondent to respond to additional questions. Afterwards, the
Evaluation Committee will make a final evaluation, including a final ranking of the Respondents, and will
submit a recommendation to select one or more Respondents for concurrent competitive pricing
negotiations to the IPRA Chief.

Upon receipt of the ECs recommendation, the IPRA Chief will submit a decision (concurrence or
rejection of the ECs recommendation) to the Chief Procurement Officer. The Chief Procurement Officer
shall then consider the IPRA Chiefs recommendation and exercise her authority to either notify the
Respondent(s) to enter into contract negotiations or reject the recommendation and offer other
alternate options.

The City will require the selected Respondents to participate in contract negotiations. The City's
requirement that the selected Respondents negotiate is not a commitment by the City to award a
contract. If the City determines that it is unable to reach an acceptable contract with the selected
Respondent, including failure to agree on a fair and reasonable cost proposal for the Services or any
other terms or conditions, the IPRA Chief may ask the Chief Procurement Officer to terminate

14
negotiations with the selected Respondent, and to negotiate with any of the other qualified
Respondents, until such time as the City has negotiated a contract meeting its needs.
The City reserves the right to terminate this RFP solicitation at any stage if the Chief Procurement
Officer determines this action to be in the City's best interests. The receipt of Proposals or other
documents will in no way obligate the City of Chicago to enter into any contract of any kind with any
party.

9. ADDITIONAL DETAILS OF THE RFP PROCESS

9.1 Addenda
If it becomes necessary to revise or expand upon any part of this RFP, an addendum will be sent to all
of the prospective Respondents listed on the Take Out Sheet prior to the Proposal due date.
Prospective Respondents are automatically listed when they sign or leave a business card for a copy of
the RFP package in the Bid & Bond Room. Each addendum is incorporated as part of the RFP
documents, and the prospective Respondent must acknowledge receipt.
Respondents are solely responsible for acquiring the necessary information or materials from the Bid &
Bond Room.
Copies of the take-out list, and any addenda, are available from the Department of Procurement
Services, Bid & Bond Room 103, City Hall, 121 North LaSalle Street, Monday-Friday, 8:30 a.m. - 4:30
p.m.; 312-744-9773; and via the Internet at the Department of Procurement Services website:
www.cityofchicago.org/Procurement.
The addendum may include, but will not be limited to, the following:
A. Responses to questions and requests for clarification sent to the Department of Procurement
Services according to the provisions of Section 5.1.A herein; or
B. Responses to questions and requests for clarification raised at the Pre-Proposal Conference or by
the deadline for submission of questions.

9.2 City's Rights to Reject Proposals


The City of Chicago, acting through its Chief Procurement Officer, reserves the right to reject any and
all Proposals that do not conform to the requirements set forth in this RFP; or that do not contain at
least the information required by Section 6.2. If no Respondent is selected through this RFP process,
then the Chief Procurement Officer may utilize any other procurement method available under the
Municipal Purchasing Act and the Municipal Code of Chicago, to obtain the Services described here.

9.3 No Liability for Costs


The City is not responsible for costs or damages incurred by Respondents, member(s), partners,
subcontractors or other interested parties in connection with the RFP process, including but not limited
to costs associated with preparing the Proposal and of participating in any conferences, site visits,
product /system demonstrations, oral presentations or negotiations.

9.4 Prohibition on Certain Contributions Mayoral Executive Order No. 2011-4


No Contractor or any person or entity who directly or indirectly has an ownership or beneficial interest in
Contractor of more than 7.5% ("Owners"), spouses and domestic partners of such Owners,
Contractors Subcontractors, any person or entity who directly or indirectly has an ownership or
beneficial interest in any Subcontractor of more than 7.5% ("Sub-owners") and spouses and domestic
partners of such Sub-owners (Contractor and all the other preceding classes of persons and entities
are together, the "Identified Parties"), shall make a contribution of any amount to the Mayor of the City
of Chicago (the "Mayor") or to his political fundraising committee during (i) the bid or other solicitation
process for this Contract or Other Contract, including while this Contract or Other Contract is executory,
(ii) the term of this Contract or any Other Contract between City and Contractor, and/or (iii) any period
in which an extension of this Contract or Other Contract with the City is being sought or negotiated.

15
Contractor represents and warrants that since the date of public advertisement of the specification,
request for qualifications, request for proposals or request for information (or any combination of those
requests) or, if not competitively procured, from the date the City approached the Contractor or the date
the Contractor approached the City, as applicable, regarding the formulation of this Contract, no
Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising
committee.
Contractor shall not: (a) coerce, compel or intimidate its employees to make a contribution of any
amount to the Mayor or to the Mayors political fundraising committee; (b) reimburse its employees for a
contribution of any amount made to the Mayor or to the Mayors political fundraising committee; or (c)
bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee.
The Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this
provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally
violate this provision or Mayoral Executive Order No. 2011-4.
Violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or
warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach
and default under this Contract, and under any Other Contract for which no opportunity to cure will be
granted. Such breach and default entitles the City to all remedies (including without limitation
termination for default) under this Contract, under Other Contract, at law and in equity. This provision
amends any Other Contract and supersedes any inconsistent provision contained therein.
If Contractor violates this provision or Mayoral Executive Order No. 2011-4 prior to award of the
Contract resulting from this specification, the CPO may reject Contractors Proposal.
For purposes of this provision:
"Other Contract" means any agreement entered into between the Contractor and the City that is (i)
formed under the authority of MCC Ch. 2-92; (ii) for the purchase, sale or lease of real or personal
property; or (iii) for materials, supplies, equipment or services which are approved and/or authorized by
the City Council.
"Contribution" means a "political contribution" as defined in MCC Ch. 2-156, as amended.
"Political fundraising committee" means a "political fundraising committee" as defined in MCC Ch. 2-
156, as amended.

9.5 False Statements


A. 1-21-010 False Statements
Any person who knowingly makes a false statement of material fact to the city in violation of any
statute, ordinance or regulation, or who knowingly falsifies any statement of material fact made in
connection with an application, report, affidavit, oath, or attestation, including a statement of
material fact made in connection with a bid, proposal, contract or economic disclosure statement or
affidavit, is liable to the city for a civil penalty of not less than $500.00 and not more than $1,000.00,
plus up to three times the amount of damages which the city sustains because of the person's
violation of this section. A person who violates this section shall also be liable for the city's litigation
and collection costs and attorney's fees.

The penalties imposed by this section shall be in addition to any other penalty provided for in the
municipal code. (Added Coun. J. 12-15-04, p. 39915, 1)

B. 1-21-020 Aiding and Abetting


Any person who aids, abets, incites, compels or coerces the doing of any act prohibited by this
chapter shall be liable to the city for the same penalties for the violation. (Added Coun. J. 12-15-04,
p. 39915, 1)

C. 1-21-030 Enforcement

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In addition to any other means authorized by law, the corporation counsel may enforce this chapter
by instituting an action with the department of administrative hearings. (Added Coun. J. 12-15-04, p.
39915, 1)

9.6 Title VI Solicitation Notice


The City in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42
U.S.C. SS 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively
ensure that any contract entered into pursuant to this advertisement, disadvantaged business
enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will
not be discriminated against on the grounds of race, color, or national origin in consideration for an
award.

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ATTACHMENT 1: COMPANY PROFILE INFORMATION

Submit a completed company profile information sheet for prime, each joint venture
partner and subcontractor(s), as applicable.

(1) Legal Name of Firm: _______________________________________________________


(2) Doing Business under Other Company Name?
If yes, Name of Company: ___________________________________________________
(3) Headquarters Address: _____________________________________________________
(4) City, State, Zip Code: ______________________________________________________
(5) Web Site Address: ____________________________________________________
(6) Proposed Role: Prime Subcontractor/Subconsultant Joint Venture Partner
Supplier or Other: _______________________________________
(7) Number of Years in Business: ________________________________________________
(8) Total Number of Employees: _________________________________________________
(9) Total Annual Revenues separated by last 3 full fiscal years: ________________________
(10) Major Products and/or Services Offered:
________________________________________________________________________
________________________________________________________________________
(11) Other Products and/or Services:
________________________________________________________________________
________________________________________________________________________
(12) Briefly describe your firms approach to providing Training and Onboarding for a client:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(13) Briefly describe your firms demonstrated experience implementing Training and
Onboarding for clients:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________

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ATTACHMENT 2: COMPANY REFERENCES/CLIENT PROFILE INFORMATION

Submit a completed client profile information sheet for each company reference. Provide
a minimum of three (3) references.
(1) Client Name: _____________________________________________________________
(2) Address: ________________________________________________________________
(3) City, State, Zip Code: ______________________________________________________
(4) Project Manager:__________________________________________________________
(5) Telephone Number: _______________________________________________________
(6) E-mail:
_________________________________________________________________
(7) Number of Employees in Client Organization: ___________________________________
(8) Project Scope of Services/Goals:
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(9) Contract Award Date: _ Cutover Date: _____
(10) Initial Contract Amount: $ _ Final Contract Amount: $ _ _____
(11) Describe how the Training and Onboarding goals were met. What was the outcome of the
project? Attach additional pages, as necessary.
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(12) Discuss significant obstacles to implementation and how those obstacles were overcome:
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(13) Is the client still utilizing your companys Training and Onboarding services?
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(14) What was the cost/financing structure of the contract?
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________

19
EXHIBIT 1: SCOPE OF SERVICES

1. Overview of Civilian Office of Police Accountability (COPA)

1.1 COPA Organizational Structure


The new civilian oversight agency will be comprised of three core organizational components:
Investigations
Administration
Public Affairs
The following organizational chart is a graphic representation of the current vision for COPAs
organizational structure:

A. Investigations
Because conducting quality and timely investigations of police misconduct is at the core of the new
agencys mission, the majority of COPA staff members will be professionals engaged directly in the
investigative process. Based on the establishing ordinance, the scope of COPAs investigatory
jurisdiction is broader than that of IPRA. As such, the minimum qualifications for COPAs
investigative staff members will be different than those previously in place at IPRA. The
Investigations section of COPA will be led by the First Deputy Chief Investigator and will be
comprised of Deputy Chief Investigators, Supervising Investigators, Major Case Specialists, and
Investigators. In addition, the Investigations Section will include a newly created Investigations
Quality Management function that will support the mission of the Investigations Section and will
include professionals with certain technical skills and expertise.
B. Administrative
The Administration Section will support the agencys mission by providing legal support and
administrative and information technology and data management services. The Legal section will
provide advice and counsel to the investigative staff as well as oversee legal matters in which the
agency is involved. The Administrative section will include critical internal functions such as Human
Resources and Budgeting. The Information Technology section will be responsible for developing
and implementing the agencys newly designed information technology infrastructure, including a
new and independent case management system.

20
C. Public Affairs
The Public Affairs section will be responsible for the agencys community engagement efforts
including community engagement programming, public communications and the dissemination of
publication of information and materials related to the agencys investigations. The newly
developed Public Affairs section will support the agencys mission to achieve greater transparency
and enhanced support and interaction with community members including complainants.

1.2 Organizational Culture


The goal for COPA is to create a new agency culture that demonstrates a strong commitment to
excellence and focuses on the following four key values:

1.3 Project Objective


COPAs establishing ordinance anticipates that there will be a transition period during which the COPA
staff members are hired, trained, and otherwise prepared to take on the agencys investigatory
responsibilities. In order to ensure that all employees are well-versed in the vision and mission of the
new agency and the policies and procedures by which the agency will operate, the current leadership
seeks to implement onboarding and training programs during the transition period.

Section Onboarding Training


Program Program
Investigations
Legal
Administrative
(other than Legal)
Public Affairs

All employees will participate in a one-week onboarding program while the Investigative and Legal
sections will also be required to participate in an additional 4 to 6 weeks of subject matter training.

21
A. Onboarding Program
The purpose of the onboarding program is to introduce all staff members to the mission and vision
of the agency and to establish and ground the organizational culture around the four key values. In
addition, the onboarding program will introduce all staff members to:
City of Chicago personnel rules
Structure of City of Chicago (Departments)
City of Chicago employee ethics rules
COPA organizational structure & operations
COPA organization-wide policies and procedures
Introduction to Civilian Oversight
CPD Organizational Structure
B. Training Program for Investigations and Legal Sections
In addition to participating in the Onboarding program, all investigative and legal staff will be
required to participate in a 4 to 6 week training program. The program will be comprised of a
combination of classroom and hands-on training conducted by internal and external partners of the
agency. A preliminary draft of the topics to be included is attached to this overview.
The training program will also include a testing element for the investigative staff. The program will
be designed to include at least one, perhaps additional tests that investigative staff must pass to
retain the position for which they were hired.
The purpose of this consulting project is to procure outside services, as described herein, for the
Training and Onboarding programs that are expected to commence as early as March 2017. In Exhibit
1A is a list of topics to be included in the Training and Onboarding programs, each of which requires
both preparation of content of training materials and the actual training of staff; included on the Exhibit,
next to each topic, is the party who will take primary responsibility for each such function. Contractors
responsibilities with respect to the project will be as follows:

As outlined in Exhibit 1A, COPA leaders and representatives from other City Departments will
develop the training content and serve as the training faculty with respect to several topics. For
these portions of the onboarding and training initiative, the contractor selected under this RFP will
be responsible for only administrative responsibilities (Administrative Services) in preparing such
materials and providing such training, such as identifying locations, scheduling faculty,
communicating with trainees, providing supplies and equipment, and providing all other requisite
support necessary for the successful and timely implementation of the programs, as further
described in this RFP.
Exhibit 1A also provides that the selected contractor will be responsible for training content
development and the provision of faculty for training (these are denoted by the word, Vendor, on
the exhibit) for specified topics. With respect to these topics, the selected respondent, through its
employees or subcontractors, in addition to providing the Administrative Services for such topics,
will be primarily responsible for developing programming content and providing faculty for the
training sessions. Any and all content and presentations will be subject to pre-review and approval
by COPA.

22
2. Services

The Independent Police Review Authority (IPRA) is preparing to transition responsibility for
conducting certain police misconduct investigations to the Civilian Office of Police Accountability, a
newly created agency that will be established January 1, 2017. The IPRA leadership team will be
responsible for hiring and training all new employees of the new agency prior to the transition date
which must occur sometime after January 1, 2017, but before September 30, 2017. In order to
establish an organizational culture that is committed to excellence and integrity and to ensure that all
employees are well-versed in the vision and mission for the new agency, the IPRA leadership team is
planning to create training and onboarding programs for COPA employees. All COPA employees will
participate in a one-week onboarding program while the Investigative and Legal sections will also be
required to participate in an additional 4 to 6 weeks of subject matter training.
2.1 Purpose
The purpose of this consulting project is to procure outside consulting services to assist the IPRA
leadership team in the development and administration of the Training and Onboarding programs which
are expected to commence as early as March 1, 2017.

2.2 Onboarding Program


A. Curriculum Development
The selected Respondent must work with the IPRA Leadership team to develop a one-week
customized onboarding program designed to introduce all staff members to the mission and vision
of the agency and to establish and ground the organizational culture around the four key values:
integrity, independence, transparency, and timeliness. In addition, the onboarding program will
introduce all staff members to:
City of Chicago personnel rules
Structure of City of Chicago (Departments)
City of Chicago employee ethics rules
COPA organizational structure & operations
COPA organization-wide policies and procedures
Introduction to Civilian Oversight
CPD Organizational Structure

B. Onboarding Program Delivery


It is anticipated that the onboarding program will first be delivered as early as March 1, 2017.
Because the hiring process is likely to continue through March or April 2017, the program will be
repeated in March and April, 2017. Respondents budget should include repeating this training
once per month for the time period of March through June 2017.

C. Locations/Facilities
It is anticipated that IPRA, in coordination with select Respondent, will provide locations for training.
Possible training locations could include, but are not limited to:
IPRA Office, 1615 W. Chicago Avenue, Chicago, Illinois
Department of Human Resources, City Hall, 121 N. LaSalle, Chicago, Illinois
Other appropriate City of Chicago facilities (e.g. City College locations)

D. Administration and Scheduling


The selected Respondent will work with the IPRA leadership team and other personnel in the
scheduling for the newly hired COPA personnel. Because the training will occur before the new
agency employees take on responsibility for the work of the agency, this training can be scheduled
23
for Monday through Friday between the hours of 9am and 4pm. Please include in your proposal a
schedule for putting all 140 employees through this onboarding program between March and June
2017.
E. Recording
Because COPA may hire additional employees after the initial 6 month training and onboarding
period (January through June 2017), it is anticipated that the onboarding program shall be video-
recorded. The Respondent should incorporate the costs for video recording all content of the
onboarding program.

F. Timeline
Within 30 days from the date of contract award, the selected Respondent shall submit a complete
and detailed onboarding plan.
The actual onboarding program will commence within 30 days from the acceptance of the complete
onboarding plan, or at a later date, if mutually agreed upon, in writing, by the selected Respondent
and the Chief Administrator of IPRA or her designee.

B. Investigator and Legal Training Program


A. Curriculum Development
The selected Respondent must work with the IPRA Leadership team to develop a 4 to 6 week
customized training program designed to all investigative personnel and legal staff with a base level
of knowledge regarding police misconduct investigations. The Investigator and Legal training
program will be comprised of a combination of classroom and hands-on training conducted by
internal and external partners of the agency. A preliminary draft of the topics to be included is
attached as Exhibit 1A.

B. Training Program Delivery


It is anticipated that the training program will first commence on or after March 1, 2017, but before
May 1, 2017, depending on how quickly the investigative and legal staff members are hired by the
new agency.

C. Locations/Facilities
It is anticipated that IPRA, in coordination with the selected Respondent, will provide locations for
training. Possible training locations could include, but are not limited to:
IPRA Office, 1615 W. Chicago Avenue, Chicago, Illinois
Chicago Police Department Academy
Chicago Police Department Headquarters
Department of Human Resources, City Hall, 121 N. LaSalle, Chicago, Illinois
Other appropriate City of Chicago facilities (e.g. City College locations)

D. Administration and Faculty Recruitment


The selected Respondent will work with the IPRA leadership team and other personnel in
identifying appropriate faculty for the training curriculum that will include City of Chicago subject
matter experts, as well as other subject matter experts hired to participate in the program. The
Respondent should include estimates for the costs of procuring outside experts to serve as faculty.

E. Scheduling
Because the training will occur before the new agency employees take on responsibility for the work
of the agency, this training can be scheduled for Monday through Friday between the hours of 9am
and 4pm. Please include in your proposal a schedule for putting all 103 Investigative staff members

24
and 19 Legal staff members through this training program between March 1, 2017 and June 30,
2017.

F. Recording
Because COPA may hire additional employees after the initial 6 month training and onboarding
period (January through June 2017), it is anticipated that the training program shall be video-
recorded. The Respondent should incorporate the costs for video recording all content of the
training program.

G. Timeline
Within 45 days from the date of contract award, the selected Respondent shall submit a complete
and detailed training plan.
The actual training program will commence within 30 days from the acceptance of the complete
training plan, or at a later date, if mutually agreed upon, in writing, by the selected Respondent and
the and the Chief Administrator of IPRA or her designee.

25
EXHIBIT 1A: TRAINING TOPICS

ONBOARDING CURRICULUM
TOTAL HOURS: 27

All Investigative
Employees Staff Legal Staff Estimated Proposed Content
(141) (103) (19) hours Faculty Source
1 City of Chicago Employee Information X X X
- - Personnel Rules 1 COPA COPA
- - Ethics Rules 1 City City
- - Introduction to Hiring Plans 1 City City
- - Overview of City Departments 1 COPA COPA
- - Professionalism and Diversity Training 1 COPA/ City COPA

2 Civilian Oversight: Historical overview & Current Trends X X X 2 COPA COPA

3 COPA Investigative Policies and Procedures X X X


- - Complaint Intake 2 COPA COPA
- - Preliminary Investigation 2 COPA COPA
- - Affidavit Requirement/Affidavit Overrides 2 COPA Vendor
- - Investigative Strategies 2 COPA Vendor

4 COPA Case Review Process X X X 2 COPA COPA

5 Overview of CPD X X X
- - Organizational Structure & Staffing 2 COPA/City COPA/City
- - CPD Rules & Regulations 2 COPA/City COPA/City

Systems training X X X
- - COPA Computer (Windows Suite) & Smartphone 2 COPA COPA
- - CLEAR or new case management system 4 COPA COPA

26
INVESTIGATIONS & LEGAL DEPARTMENT TRAINING
TOTAL HOURS: 171

All Investigative
Employees Staff Legal Staff Estimated Proposed Content
(141) (103) (19) hours Faculty Source
1 Case File Maintenance (physical and electronic) X X 2 COPA Vendor

2 COPA Investigative Policies and Procedures X X


- - Complaint Intake 2 COPA Vendor
- - Preliminary Investigation 2 COPA Vendor
- - Affidavit Requirement/Affidavit Overrides 2 COPA Vendor
- - Investigative Strategies 2 Vendor Vendor
- - Investigative Tactics 4 COPA Vendor

3 CPD Reports X X 4 COPA/City Vendor

4 OEMC Reports and Resources X X 4 COPA/City OEMC

5 Resources in other City Departments X X 4 COPA Vendor


- - CHA
- - CTA
- - CPS
- - DFSS

6 Resources from Law Enforcement Partners X X


- - Working with FBI 1 COPA COPA
- - Working with CCSAO 2 COPA COPA
- - Working with ISP (lab tour?) 3 COPA COPA
- - Working with USAO/Federal Civil Rights cases 1 COPA COPA

7 Investigative Skill-building X X 4 Vendor Vendor

8 Interview Methods X X 4 Vendor Vendor

27
All Investigative
Employees Staff Legal Staff Estimated Proposed Content
(141) (103) (19) hours Faculty Source
9 Mock interviews X X 6 Vendor Vendor
- - Police Officer
- - Complainant
- - Witness

10 Report writing X X
- - General Reports 2 COPA Vendor
- - Summary Report 3 COPA COPA

11 Data analysis X X 4 COPA Vendor

12 Crime scene management X X 4 COPA Vendor

13 Forensic analysis X X
- - Digital evidence 2 COPA COPA
- - Medical reports 1 Vendor Vendor
- - Autopsy reports 1 Vendor Vendor
- - Ballistics reports 1 COPA COPA
- - DNA/Biological Analysis 1 COPA COPA
- - Motor vehicle accident reports 2 City City
- - Statement transcriptions 1 COPA COPA

14 Civil Litigation X X 2 City City

15 Criminal Cases X X 2 COPA COPA

16 Effective Case and time management X X 1 Vendor Vendor

17 Investigative Subject Areas X X


- - Excessive Force 4 Vendor Vendor
- - Domestic Violence 2 COPA Vendor
- - Improper Search & Seizure 4 COPA Vendor
- - Death/Injury in custody 4 COPA Vendor
- - Coercion and Bias-based Verbal Abuse 2 COPA Vendor
- - Weapon Discharges (firearms/tasers/OC Spray) 4 Vendor Vendor
28
All Investigative
Employees Staff Legal Staff Estimated Proposed Content
(141) (103) (19) hours Faculty Source
18 Legal Concepts X X
- - Discovery obligations 1 COPA COPA
- - Garrity & Miranda 1.5 COPA COPA
- - HIPPA 0.5 COPA Vendor
- - FOIA/Juvenile Court Act 0.5 COPA Vendor
- - Public Records Act 0.5 COPA Vendor
- - Collective Bargaining Agreements 2 COPA Vendor

19 CPD Disciplinary Process X X


- COPA/
- Disciplinary matrix
1 COPA CPD
- COPA/CP
- Command Channel Review
1 COPA D
- COPA/
- Non-concurrences
0.5 COPA CPD
- - Police Board process 1.5 City City
- - Grievances/Arbitration 1 City City

20 CPD Training by Subject X City City


- - Use of Force 8
- - Tasers & Control devices 4
- - Vehicle Pursuits 4
- - Crisis Intervention Training 8
- - De-Escalation 8
- - Equipment 8
o o Body-cams
o o In car cameras
- - Education-based discipline 2

21 COPA Transparency Policy X X 2 COPA COPA

22 Customer Service 101 (written & verbal communication) X X 2 Vendor Vendor

29
All Investigative
Employees Staff Legal Staff Estimated Proposed Content
(141) (103) (19) hours Faculty Source
23 Policing Strategies X X
- - Procedural justice 2 COPA Vendor
- - Community policing 2 COPA Vendor

24 Remediation & Discipline X X 2 COPA COPA

25 COPA Community Outreach strategies and programs X 3 COPA Vendor

26 Systems training X X
- - COPA Computer (Windows Suite) & Smartphone 2 COPA COPA
- - CLEAR (if still using) or new case management
system 2 COPA COPA
- - OEMC Video/Audio Portal 2 COPA COPA
- - Taser Body-cam Portal 1 City City
- - LexisNexis Accurint (public records searches) 2 COPA COPA
- - LEADS 2 COPA COPA

30
EXHIBIT 2: COST PROPOSAL

Content Development Costs

Onboarding Program $__________ Total

Investigator & Legal Training Program $__________ Total

Implementation Costs
Implementation includes the Administrative Services, as described in the RFP, and with respect to those topics for which Vendor is denoted as
the party responsible for provision of faculty, Implementation includes the provision of faculty.

Implementation includes, but is not limited to: Documenting attendance


General Planning and Administration Coordinating videotaping
Securing/Scheduling locations Providing for audio/visual needs
Securing/scheduling faculty Providing appropriate food/beverage
Producing and distributing materials Developing, collecting and summarizing faculty evaluations

Onboarding Program Implementation $_______Per Training _______ Number of $_________ Total


141 employees trained from March June 2017 Session Training Sessions

Investigator Training Implementation $_____Per Training _______ Number of $_________ Total


103 Investigative Staff trained from March June Session People per Training
2017 Session

Legal Training Implementation $_____Per Training _______ Number of $_________ Total


19 Legal Staff trained from March June 2017 Session People per Training
Session

Video Recording of Programs $_____ Per Program $________ Total for 3 programs

Training Facility Rental Cost (at Citys Option) $_________ $_________ Total

Other $_________ $_________ Total

Maximum Compensation $_________

31
EXHIBIT 3: MBE/WBE SPECIAL CONDITIONS AND SCHEDULES

32
CITY OF CHICAGO
Department of Procurement Services
Jamie L. Rhee, Chief Procurement Officer
121 North LaSalle Street, Room 806
Chicago, Illinois 60602-1284

Fax: 312-744-3281

MBE & WBE SPECIAL CONDITIONS FOR COMMODITIES OR SERVICES CONTRACTS


ARTICLE 1. SPECIAL CONDITIONS REGARDING MINORITY BUSINESS ENTERPRISE COMMITMENT AND
WOMEN BUSINESS ENTERPRISE COMMITMENT FOR COMMODITIES OR SERVICES
1.1. Policy and Terms
It is the policy of the City of Chicago that Local Businesses certified as Minority Owned Business Enterprises
(MBE) and Women Owned Business Enterprises (WBE) in accordance with Section 2-92-420 et seq. of the
Municipal Code of Chicago and Regulations Governing Certification of Minority and Women-owned Businesses
and all other Regulations promulgated under the aforementioned sections of the Municipal Code, as well as
MBEs and WBEs certified by Cook County, Illinois, will have full and fair opportunities to participate fully in the
performance of this contract. Therefore, the Contractor will not discriminate against any person or business
on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual
orientation, marital status, parental status, military discharge status or source of income and will take
affirmative action to ensure that women and minority businesses will have the maximum opportunity to
compete for and perform subcontracts for supplies or services.
Pursuant to Section 2-92-430 of the Municipal Code of Chicago, the Chief Procurement Officer has established
a goal of awarding not less than 25% of the annual dollar value of all non-construction contracts to certified
MBEs and 5% of the annual dollar value of all non-construction contracts to certified WBEs.
Accordingly, the Contractor commits to make Good Faith Efforts to expend at least the following percentages
of the total contract price (inclusive of any and all modifications and amendments), if awarded, for contract
participation by MBEs and WBEs:
MBE Percentage WBE Percentage
25% 5%
This commitment is met by the Contractor's status as a MBE or WBE, or by a joint venture with one or more
MBEs or WBEs as prime contractor (to the extent of the MBE or WBE participation in such joint venture), or by
subcontracting a portion of the work to one or more MBEs or WBEs, or by the purchase of materials used in
the performance of the contract from one or more MBEs or WBEs, or by the indirect participation of MBEs or
WBEs in other aspects of the Contractor's business (but no dollar of such indirect MBE or WBE participation
will be credited more than once against a Contractors MBE or WBE commitment with respect to all
government Contracts of such Contractor), or by any combination of the foregoing.
Note: MBE/WBE participation goals are separate and those businesses certified with the City of Chicago as
both MBE and WBE may only be listed on a bidders compliance plan as either a MBE or a WBE, but not both
to demonstrate compliance with the Contract Specific Goals.
As noted above, the Contractor may meet all or part of this commitment by contracting with MBEs or WBEs
for the provision of goods or services not directly related to the performance of this Contract. However, in
determining the manner of MBE/WBE participation, the Contractor will first consider involvement of
MBEs/WBEs as joint venture partners, subcontractors, and suppliers of goods and services directly related to
the performance of this Contract. In appropriate cases, the Chief Procurement Officer will require the

M/WBE Special Conditions for Commodities & Services 05.09.2014 33


Contractor to demonstrate the specific efforts undertaken by it to involve MBEs and WBEs directly in the
performance of this Contract.
The Contractor also may meet all or part of this commitment through credits received pursuant to Section 2-
92-530 of the Municipal Code of Chicago for the voluntary use of MBEs or WBEs in private sector contracts.

Pursuant to 2-92-535, the prime contractor may apply be awarded an additional 0.333 percent credit, up to a
maximum of a total of 5 percent additional credit, for every 1 percent of the value of a contract self-
performed by MBEs or WBEs, or combination thereof, that have entered into a mentor agreement with the
contractor. This up to 5% may be applied to the Contract Specific Goals, or it may be in addition to the
Contract Specific Goals.

1.2. Definitions
"Area of Specialty" means the description of an MBE or WBE firms business which has been determined by
the Chief Procurement Officer to be most reflective of the MBE or WBE firms claimed specialty or expertise.
Each MBE/WBE letter of certification contains a description of the firms Area of Specialty. This information is
also contained in the Directory (defined below). Credit toward this Contracts MBE and WBE participation
goals shall be limited to the participation of firms performing within their Area of Specialty.
NOTICE: The City of Chicago does not make any representation concerning the ability of any MBE/WBE to
perform work within their Area of Specialty. It is the responsibility of all contractors to determine the
capability and capacity of MBEs/WBEs to satisfactorily perform the work proposed.
"B.E.P.D." means an entity certified as a Business enterprise owned or operated by people with disabilities as
defined in MCC Section 2-92-586.
"Bid" means a bid, proposal, or submittal detailing a description of the services or work to be provided by the
contractor in response to a bid solicitation, request for proposal, request for qualification of task order request
(issued in accordance with the Master Consulting Agreement) that is issued by the City.
"Bidder" means any person or business entity that submits a bid, proposal, qualification or submittal that
seeks to enter into a contract with the City, and includes all partners, affiliates and joint ventures of such
person or entity.
"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 commercially useful function other than
acting as a conduit between his or her supplier and his or her customer.
"Chief Procurement Officer" or "CPO" means the chief procurement officer of the City of Chicago or his or her
designee.
"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,
evidencing the responsibilities and risks of a business owner such as negotiating the terms of (sub)contracts,
taking on a financial risk commensurate with the contract or its subcontract, responsibility for acquiring the
appropriate lines of credit and/or loans, or fulfilling responsibilities as a joint venture partner as described in
the joint venture agreement.
"Contract Specific Goals" means the subcontracting goals for MBE and WBE participation established for a
particular contract.
"Contractor" means any person or business entity that has entered into a contract with the City as described
herein, and includes all partners, affiliates, and joint ventures of such person or entity.
"Direct Participation" the value of payments made to MBE or WBE firms for work that is performed in their
Area of Specialty directly related to the performance of the subject matter of the Contract will count as Direct
Participation toward the Contract Specific Goals.
M/WBE Special Conditions for Commodities & Services 05.09.2014 34
"Directory" means the Directory of Certified "Minority Business Enterprises" and "Women Business
Enterprises" maintained and published by the City of Chicago. The Directory identifies firms that have been
certified as MBEs and WBEs, and includes both the date of their last certification and the area of specialty in
which they have been certified. Contractors are responsible for verifying the current certification status of all
proposed MBE, and WBE firms.
"Good Faith Efforts" means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal
that the CPO or his or her designee has determined, by their scope, intensity, and appropriateness to the
objective, can reasonably be expected to fulfill the programs requirements.
"Indirect Participation" refers to the value of payments made to MBE or WBE firms for work that is done in
their Area of Specialty related to other aspects of the Contractors business. (Note: no dollar of such indirect
MBE or WBE participation shall be credited more than once against a contractors MBE or WBE commitment
with respect to all government contracts held by that contractor.)
"Joint venture" means an association of a MBE or WBE firm and one or more other firms to carry out a single,
for-profit business enterprise, for which each joint venture partner contributes property, capital, efforts, skills
and knowledge, and in which the MBE or WBE is responsible for a distinct, clearly defined portion of the work
of the contract and whose share in the capital contribution, control, management, risks, and profits of the
joint venture are commensurate with its ownership interest.
"Mentor-Protg Agreement" means an agreement between a prime and MBE or WBE subcontractor
pursuant to MCC 2-92-535, that is approved by the City of Chicago and complies with all requirements of MCC
2-92-535 and any rules and regulations promulgated by the Chief Procurement Officer.
"Minority Owned Business Enterprise" or "MBE" means a firm awarded certification as a minority owned and
controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification
as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that
has been found ineligible or which has been decertified by the City or Cook County.
"Municipal Code of Chicago" or "MCC" means the Municipal Code of the City of Chicago.
"Supplier" or "Distributor" refers to a company that owns, operates, or maintains a store, warehouse or other
establishment in which materials, supplies, articles or equipment are bought, kept in stock and regularly sold
or leased to the public in the usual course of business. A regular distributor or supplier is a firm that owns,
operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required
for performance of a contract are bought, kept in stock, and regularly sold to the public in the usual course of
business. To be a regular distributor the firm must engage in, as its principal business and in its own name, the
purchase and sale of the products in question. A regular distributor in such bulk items as steel, cement,
gravel, stone, and petroleum products need not keep such products in stock if it owns or operates distribution
equipment.
"Women Owned Business Enterprise" or "WBE" means a firm awarded certification as a women owned and
controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification
as a women owned business by Cook County, Illinois. However, it does not mean a firm that has been found
ineligible or which has been decertified by the City or Cook County.
1.3. Joint Ventures
The formation of joint ventures to provide MBEs and WBEs with capacity and experience at the prime
contracting level, and thereby meet Contract Specific Goals (in whole or in part) is encouraged. A joint
venture may consist of any combination of MBEs, WBEs, and non-certified firms as long as one member is an
MBE or WBE.
a. The joint venture may be eligible for credit towards the Contract Specific Goals only if:
i. The MBE or WBE joint venture partners share in the capital contribution, control,
management, risks and profits of the joint venture is equal to its ownership interest;

M/WBE Special Conditions for Commodities & Services 05.09.2014 35


ii. The MBE or WBE joint venture partner is responsible for a distinct, clearly defined
portion of the requirements of the contract for which it is at risk;
iii. Each joint venture partner executes the bid to the City; and
iv. The joint venture partners have entered into a written agreement specifying the terms
and conditions of the relationship between the partners and their relationship and
responsibilities to the contract, and all such terms and conditions are in accordance with
the conditions set forth in Items i, ii, and iii above in this Paragraph a.
b. The Chief Procurement Officer shall evaluate the proposed joint venture agreement, the
Schedule B submitted on behalf of the proposed joint venture, and all related documents to
determine whether these requirements have been satisfied. The Chief Procurement Officer shall
also consider the record of the joint venture partners on other City of Chicago contracts. The
decision of the Chief Procurement Officer regarding the eligibility of the joint venture for credit
towards meeting the Contract Specific Goals, and the portion of those goals met by the joint
venture, shall be final.
The joint venture may receive MBE or WBE credit for work performed by the MBE or WBE joint
venture partner(s) equal to the value of work performed by the MBE or WBE with its own forces
for a distinct, clearly defined portion of the work.
Additionally, if employees of the joint venture entity itself (as opposed to employees of the MBE
or WBE partner) perform the work, then the value of the work may be counted toward the
Contract Specific Goals at a rate equal to the MBE or WBE firms percentage of participation in
the joint venture as described in Schedule B.
The Chief Procurement Officer may also count the dollar value of work subcontracted to other
MBEs and WBEs. Work performed by the forces of a non-certified joint venture partner shall not
be counted toward the Contract Specific Goals.
c. Schedule B: MBE/WBE Affidavit of Joint Venture
Where the bidders Compliance Plan includes the participation of any MBE or WBE as a joint
venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture
agreement. These documents must both clearly evidence that the MBE or WBE joint venture
partner(s) will be responsible for a clearly defined portion of the work to be performed, and that
the MBEs or WBEs responsibilities and risks are proportionate to its ownership percentage. The
proposed joint venture agreement must include specific details related to:
i. The parties contributions of capital, personnel, and equipment and share of the costs of
insurance and bonding;
ii. Work items to be performed by the MBEs or WBEs own forces and/or work to be
performed by employees of the newly formed joint venture entity;
iii. Work items to be performed under the supervision of the MBE or WBE joint venture
partner; and
iv. The MBEs or WBEs commitment of management, supervisory, and operative
personnel to the performance of the contract.
NOTE: Vague, general descriptions of the responsibilities of the MBE or WBE joint venture partner do not
provide any basis for awarding credit. For example, descriptions such as "participate in the budgeting
process," "assist with hiring," or "work with managers to improve customer service" do not identify distinct,
clearly defined portions of the work. Roles assigned should require activities that are performed on a regular,
recurring basis rather than as needed. The roles must also be pertinent to the nature of the business for
which credit is being sought. For instance, if the scope of work required by the City entails the delivery of

M/WBE Special Conditions for Commodities & Services 05.09.2014 36


goods or services to various sites in the City, stating that the MBE or WBE joint venture partner will be
responsible for the performance of all routine maintenance and all repairs required to the vehicles used to
deliver such goods or services is pertinent to the nature of the business for which credit is being sought.
1.4. Counting MBE/WBE Participation Toward the Contract Specific Goals
Refer to this section when preparing the MBE/WBE compliance plan and completing Schedule D-1 for
guidance on what value of the participation by MBEs and WBEs will be counted toward the stated Contract
Specific Goals. The "Percent Amount of Participation" depends on whether and with whom a MBE or WBE
subcontracts out any portion of its work and other factors.
Firms that are certified as both MBE and WBE may only be listed on a bidders compliance plan as either a
MBE or a WBE to demonstrate compliance with the Contract Specific Goals. For example, a firm that is
certified as both a MBE and a WBE may only be listed on the bidders compliance plan under one of the
categories, but not both. Only Payments made to MBE and WBE firms that meet BOTH the Commercially
Useful Function and Area of Specialty requirements above will be counted toward the Contract Specific Goals.
a. Only expenditures to firms that perform a Commercially Useful Function as defined above may
count toward the Contract Specific Goals.
i. The CPO will determine whether a firm is performing a commercially useful function by
evaluating 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.
ii. A MBE or WBE does not perform a commercially useful function if its participation is
only required to receive payments in order to obtain the appearance of MBE or WBE
participation. The CPO may examine similar commercial transactions, particularly those
in which MBEs or WBEs do not participate, to determine whether non MBE and non
WBE firms perform the same function in the marketplace to make a determination.
iii. Indications that a subcontractor is not performing a commercially useful function
include, but are not limited to, labor shifting and equipment sharing or leasing
arrangements with the prime contractor or a first tier subcontractor.
b. Only the value of the dollars paid to the MBE or WBE firm for work that it performs in its Area of
Specialty in which it is certified counts toward the Contract Specific Goals.
c. For maintenance, installation, repairs or inspection, or professional services, if the MBE or WBE
performs the work itself: 100% of the value of work actually performed by the MBEs or WBEs
own forces shall be counted toward the Contract Specific Goals, including the cost of supplies
and materials purchased or equipment leased by the MBE or WBE from third parties or second
tier subcontractors in order to perform its (sub)contract with its own forces (except supplies and
equipment the MBE or WBE subcontractor purchases or leases from the prime contractor or its
affiliate). 0% of the value of work at the project site that a MBE or WBE subcontracts to a non-
certified firm counts toward the Contract Specific Goals.
d. If the MBE or WBE is a manufacturer: 100% of expenditures to a MBE or WBE manufacturer for
items needed for the Contract shall be counted toward the Contract Specific Goals. A
manufacturer is a firm that operates or maintains a factory or establishment that produces on
the premises the materials or supplies obtained by the bidder or contractor.
e. If the MBE or WBE is a distributor or supplier: 60% of expenditures for materials and supplies
purchased from a MBE or WBE that is certified as a regular dealer or supplier shall be counted
toward the Contract Specific Goals.
f. If the MBE or WBE is a broker:

M/WBE Special Conditions for Commodities & Services 05.09.2014 37


i. Zero percent (0%) of expenditures paid to brokers will be counted toward the Contract
Specific Goals.
ii. As defined above, Brokers provide no commercially useful function.
g. If the MBE or WBE is a member of the joint venture contractor/bidder:
i. A joint venture may count the portion of the total dollar value of the contract equal to
the distinct, clearly defined portion of the work of the contract that the MBE or WBE
performs with its own forces toward the Contract Specific Goals; or
ii. If employees of this distinct joint venture entity perform the work then the value of the
work may be counted toward the Contract Specific Goals at a rate equal to the MBE or
WBE firms percentage of participation in the joint venture as described in the Schedule
B.
iii. A joint venture may also count the dollar value of work subcontracted to other MBEs
and WBEs.
h. If the MBE or WBE subcontracts out any of its work:
i. 100% of the value of the work subcontracted to other MBEs or WBEs performing work
in its Area of Specialty may be counted toward the Contract Specific Goals.
ii. 0% of the value of work that a MBE or WBE subcontracts to a non-certified firm counts
toward the Contract Specific Goals (except as allowed by (c) above).
iii. The fees or commissions charged for providing a bona fide service, such as professional,
technical, consulting or managerial services or for providing bonds or insurance 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 Chief Procurement Officer to be reasonable and not excessive as
compared with fees customarily allowed for similar services.
iv. The fees charged for delivery of materials and supplies required on a job site (but not
the cost of the materials and supplies themselves) when the hauler, trucker, or delivery
service is not also the manufacturer of or a regular dealer in the materials and supplies,
provided that the fee is determined by the Chief Procurement Officer to be reasonable
and not excessive as compared with fees customarily allowed for similar services.
v. The fees or commissions charged for providing any bonds or insurance, but not the cost
of the premium itself, specifically required for the performance of the Contract,
provided that the fee or commission is determined by the Chief Procurement Officer to
be reasonable and not excessive as compared with fees customarily allowed for similar
services.
1.5. Regulations Governing Reductions to or Waiver of MBE/WBE Goals
The following Regulations set forth the standards to be used in determining whether or not a reduction or
waiver of the MBE/WBE commitment goals of a particular contract is appropriate. If a bidder determines that
it is unable to meet the MBE and/or WBE Contract-Specific Goals on a City of Chicago contract, a written
request for the reduction or waiver of the commitment must be included in the bid or proposal.
The written request for reduction or waiver from the commitment must be in the form of a signed petition for
grant of relief from the MBE/WBE percentages submitted on the bidder's letterhead, and must demonstrate
that all required efforts as set forth in this document were taken to secure eligible Minority and Women
Business Enterprises to meet the commitments. The Chief Procurement Officer or designee shall determine
whether the request for the reduction or waiver will be granted.

M/WBE Special Conditions for Commodities & Services 05.09.2014 38


A bidder will be considered responsive to the terms and conditions of these Regulations if, at the time of bid, it
submits a waiver request and all supporting documentation that adequately addresses the conditions for
waiver of MBE/WBE goals, including proof of notification to assist agencies except:
Bidders responding to Request for Proposals (RFPs) who have been identified as a short listed
candidate and/or a prospective awardee will be given a designated time allowance, but no more than
fourteen (14) calendar days to submit to the Department of Procurement Services complete
documentation that adequately addresses the conditions for waiver described herein; and
Bidders responding to Request for Information and or Qualifications (RFI/RFQs) deemed by the Chief
Procurement Officer or authorized designee to be the most responsive and responsible shall submit
documentation that adequately addresses the conditions for waiver described herein during
negotiations.
Failure to submit documentation sufficient to support the waiver request will cause the bid/proposal to be
found non-responsive by the Chief Procurement Officer, and the bid/proposal will be rejected. In such cases
the remedies to be taken by the Chief Procurement Officer, in his or her discretion, may include, but are not
limited to, forfeiture of bid deposit; negotiating with the next lowest bidder; or re-advertising the
bid/proposal. All bidders must submit all required documents at the time of bid opening to expedite the
contract award.
1.5.1. Direct / Indirect Participation
Each of the following elements must be present in order to determine whether or not such a reduction or
waiver is appropriate.
a. The bidder has documented the unsuccessful solicitation for either subcontractors or joint
venture partners of at least 50% (or at least five when there are more than eleven certified firms
in the commodity area) of the appropriate certified MBE/WBE firms to perform any direct or
indirect work identified or related to the advertised bid/proposal. Documentation must include
but is not necessarily limited to:
1. A detailed statement of efforts to identify and select portions of work
identified in the bid solicitation for subcontracting to certified MBE/WBE firms;
2. A listing of all MBE/WBE firms contacted that includes:
o Name, address, telephone number and email of MBE/WBE firms
solicited;
o Date and time of contact;
o Method of contact (written, telephone, transmittal of facsimile
documents, email, etc.)
3. Copies of letters or any other evidence of mailing that substantiates outreach
to MBE/WBE vendors that includes:
o Project identification and location;
o Classification/commodity of work items for which quotations were
sought;
o Date, item and location for acceptance of subcontractor bid proposals;
o Detailed statement which summarizes direct negotiations with
appropriate MBE/WBE firms for specific portions of the work and
indicates why negotiations were unsuccessful;
o Affirmation that Good Faith Efforts have been demonstrated by:

M/WBE Special Conditions for Commodities & Services 05.09.2014 39


choosing subcontracting opportunities likely to achieve
MBE/WBE goals;
not imposing any limiting conditions which were not
mandatory for all subcontractors;
providing notice of subcontracting opportunities to M/WBE
firms and assist agencies at least five (5) business days in
advance of the initial bid due date.

OR

b. Subcontractor participation will be deemed excessively costly when the MBE/WBE subcontractor
proposal exceeds the average price quoted by more than twenty percent (20%). In order to
establish that a subcontractors quote is excessively costly, the bidder must provide the following
information:
1. A detailed statement of the work identified for MBE/WBE participation for which the
bidder asserts the MBE/WBE quote(s) were excessively costly (in excess of 20% higher).
o A listing of all potential subcontractors contacted for a quotation on that work item;
o Prices quoted for the subcontract in question by all such potential subcontractors
for that work item.
2. Other documentation which demonstrates to the satisfaction of the Chief Procurement
Officer that the MBE/WBE proposals are excessively costly, even though not in excess of
20% higher than the average price quoted. This determination will be based on factors
that include, but are not limited to the following:
o The City's estimate for the work under a specific subcontract;
o The bidders own estimate for the work under the subcontract;
o An average of the bona fide prices quoted for the subcontract;
o Demonstrated increase in other contract costs as a result of subcontracting to the
M/WBE or other firm.
1.5.2. Assist Agency Participation in wavier/reduction requests
Every waiver and/or reduction request must include evidence that the bidder has provided timely notice
of the need for subcontractors to an appropriate association/assist agency representative of the
MBE/WBE business community. This notice must be given at least five (5) business days in advance of the
initial bid due date.
The notice requirement of this Section will be satisfied if a bidder contacts at least one of the associations
on Attachment A to these Regulations when the prime contractor seeks a waiver or reduction in the
utilization goals. Attachment B to these Regulations provides the letter format that a prime contractor
may use. Proof of notification prior to bid submittal (e.g. certified mail receipt or facsimile transmittal
receipt) will be required to be submitted with the bid for any bid/proposal to be deemed responsive. If
deemed appropriate, the Contract Compliance Officer may contact the assist agency for verification of
notification.
1.5.3. Impracticability

M/WBE Special Conditions for Commodities & Services 05.09.2014 40


If the Chief Procurement Officer determines that a lesser MBE and/or WBE percentage standard is
appropriate with respect to a particular contract subject to competitive bidding prior to the bid
solicitations for such contract, bid specifications shall include a statement of such revised standard.
The requirements set forth in these Regulations (this subsection 1.5 "Regulations Governing
Reductions to or Waiver of MBE/WBE Goals") shall not apply where the Chief Procurement
Officer determines prior to the bid solicitations that MBE/WBE subcontractor participation is
impracticable.
This may occur whenever the Chief Procurement Officer determines that for reasons of time, need,
industry practices or standards not previously known by the Chief Procurement Officer, or such other
extreme circumstances as may be deemed appropriate, such a Waiver is in the best interests of the City.
This determination may be made in connection with a particular contract, whether before the contract is
let for bid, during the bid or award process, before or during negotiation of the contract, or during the
performance of the contract.
For all notifications required to be made by bidders, in situations where the Chief Procurement Officer has
determined that time is of the essence, documented telephone contact may be substituted for letter
contact.
1.6. Procedure to Determine Bid Compliance
A bid may be rejected as non-responsive if it fails to submit one or more of the following with its bid
demonstrating its Good Faith Efforts to meet the Contract Specific Goals by reaching out to MBEs and WBEs to
perform work on the contract:
An MBE/WBE compliance plan demonstrating how the bidder plans to meet the Contract Specific
Goals; and/or
A request for reduction or waiver of the Contract Specific Goals in accordance with Section 2-92-450
of the MCC.
Only compliance plans utilizing MBE and WBE firms that meet BOTH the Commercially Useful Function and
Area of Specialty requirements will be counted toward the Contract Specific Goals.
The following Schedules and described documents constitute the bidder's MBE/WBE proposal, and must be
submitted in accordance with the guidelines stated:
(1) Schedule C-1: Letter of Intent from MBE/WBE to Perform as Subcontractor, Supplier and/or
Consultant.
The bidder must submit the appropriate Schedule C-1 with the bid for each MBE and WBE
included on the Schedule D-1. Suppliers must submit the Schedule C-1 for Suppliers, first tier
subcontractors must submit a Schedule C-1 for Subcontractors to the Prime Contractor and
second or lower tier subcontractors must submit a Schedule C-1 for second tier Subcontractors.
The City encourages subcontractors to utilize the electronic fillable format Schedule C-1, which is
available at the Department of Procurement Services website, http://cityofchicago.org/forms.
Each Schedule C-1 must be executed by each MBE and WBE and accurately detail the work to be
performed by the MBE or WBE and the agreed upon rates/prices. Each Schedule C must also
include a separate sheet as an attachment on which the MBE or WBE fully describes its proposed
scope of work, including a description of the commercially useful function being performed by
the MBE or WBE in its Area of Specialty. If a facsimile copy of the Schedule C-1 has been
submitted with the bid, an executed original Schedule C-1 must be submitted by the bidder for
each MBE and WBE included on the Schedule D-1 within five business days after the date of the
bid opening.
Failure to submit a completed Schedule C-1 in accordance with this section shall entitle the City
to deem the bid/proposal non-responsive and therefore reject the bid/proposal.

M/WBE Special Conditions for Commodities & Services 05.09.2014 41


(2) Letters of Certification.
A copy of each proposed MBE/WBE firm's current Letter of Certification from the City of Chicago
or Cook County Illinois, must be submitted with the bid/proposal. All Letters of Certification
issued by the City of Chicago and Cook County include a statement of the MBE/WBE firm's Area
of Specialty. The MBE/WBE firm's scope of work, as detailed by their Schedule C-1, must
conform to their stated Area of Specialty. Letters of Certification for firms that the City or Cook
County has found ineligible or has decertified will not be accepted.
(3) Schedule B: Affidavit of Joint Venture, and Joint Venture Agreements (if applicable).
If the bidder's MBE/WBE proposal includes the participation of a MBE/WBE as joint venture on
any tier (either as the bidder or as a subcontractor), the bidder must provide a copy of the joint
venture agreement and a Schedule B along with all other requirements listed in Section 1.3,
"Joint Ventures," above. In order to demonstrate the MBE/WBE partner's share in the
ownership, control, management responsibilities, risks and profits of the joint venture, the
proposed joint venture agreement must include specific details related to: (1) contributions of
capital and equipment; (2) work responsibilities or other performance to be undertaken by the
MBE/WBE; and (3) the commitment of management, supervisory and operative personnel
employed by the MBE/WBE to be dedicated to the performance of the contract. The joint
venture agreement must also clearly define each partners authority to contractually obligate the
joint venture and each partner's authority to expend joint venture funds (e.g., check signing
authority).
(4) Schedule D-1: Required Schedules Regarding MBE/WBE Utilization
Bidders must submit, together with the bid, a completed Schedule D-1 committing them to the
utilization of each listed MBE/WBE firm. The City encourages bidders to utilize the electronic
fillable format Schedule D-1, which is available at the Department of Procurement Services
website, http://cityofchicago.org/forms. Except in cases where the bidder has submitted a
request for a complete waiver of or variance from the MBE/WBE commitment in accordance
with Section 1.5 "Regulations Governing Reductions to or Waiver of MBE/WBE
Goals" herein, the bidder must commit to the expenditure of a specific dollar amount of
participation by each MBE/WBE firm included on their Schedule D-1. The total dollar
commitment to proposed MBEs must at least equal the MBE goal, and the total dollar
commitment to proposed WBEs must at least equal the WBE goal. Bidders are responsible for
calculating the dollar equivalent of the MBE and WBE goals as percentages of their total base
bids or in the case of Term Agreements, depends upon requirements agreements and blanket
agreements, as percentages of the total estimated usage. All commitments made by the bidder's
Schedule D-1 must conform to those presented in the submitted Schedule C-1. If Schedule C-1 is
submitted after the opening, the bidder may submit a revised Schedule D-1 (executed and
notarized to conform with the Schedules C-1). Bidders shall not be permitted to add MBEs or
WBEs after bid opening to meet the Contract Specific Goals, however, contractors are
encouraged to add additional MBE/WBE vendors to their approved compliance plan during the
performance of the contract when additional opportunities for participation are identified.
Except in cases where substantial and documented justification is provided, bidders will not be
allowed to reduce the dollar commitment made to any MBE or WBE in order to achieve
conformity between the Schedules C-1 and D-1.
All commitments for joint venture agreements must be delineated in the Schedule B.
(5) Application for Approval of Mentor Protg Agreement
Any applications for City approval of a Mentor Protg agreement must be included with the bid.
If the application is not approved, the bidder must show that it has made good faith efforts to
meet the contract specific goals.
1.7. Reporting Requirements During the Term of the Contract
M/WBE Special Conditions for Commodities & Services 05.09.2014 42
a. The Contractor will, not later than thirty (30) calendar days from the award of a contract by the
City, execute formal contracts or purchase orders with the MBEs and WBEs included in their
approved MBE/WBE Utilization Plan. These written agreements will be made available to the
Chief Procurement Officer upon request.
b. The Contractor will be responsible for reporting payments to all subcontractors on a monthly
basis in the form of an electronic report. Upon the first payment issued by the City of Chicago to
the contractor for services performed, on the first day of each month and every month
thereafter, email and or fax audit notifications will be sent out to the Contractor with instructions
to report payments that have been made in the prior month to each subcontractor. The
reporting of payments to all subcontractors must be entered into the Certification and
Compliance Monitoring System (C2), or whatever reporting system is currently in place, on or
before the fifteenth (15th) day of each month.
c. Once the prime Contractor has reported payments made to each subcontractor, including zero
dollar amount payments, the subcontractor will receive an email and or fax notification
requesting them to log into the system and confirm payments received. All monthly
confirmations must be reported on or before the 20th day of each month. Contractor and
subcontractor reporting to the C2 system must be completed by the 25th of each month or
payments may be withheld.
d. All subcontract agreements between the contractor and MBE/WBE firms or any first tier non-
certified firm and lower tier MBE/WBE firms must contain language requiring the MBE/WBE to
respond to email and/or fax notifications from the City of Chicago requiring them to report
payments received for the prime or the non-certified firm.
Access to the Certification and Compliance Monitoring System (C2), which is a web based
reporting system, can be found at: https://chicago.mwdbe.com
e. The Chief Procurement Officer or any party designated by the Chief Procurement Officer, shall
have access to the contractor's books and records, including without limitation payroll records,
tax returns and records and books of account, to determine the contractor's compliance with its
commitment to MBE and WBE participation and the status of any MBE or WBE performing any
portion of the contract. This provision shall be in addition to, and not a substitute for, any other
provision allowing inspection of the contractor's records by any officer or official of the City for
any purpose.
f. The Contractor shall maintain records of all relevant data with respect to the utilization of MBEs
and WBEs, retaining these records for a period of at least five years after project closeout. Full
access to these records shall be granted to City, federal or state authorities or other authorized
persons.
1.8. Changes to Compliance Plan
1.8.1. Permissible Basis for Change Required
No changes to the Compliance Plan or contractual MBE and WBE commitments or substitution of MBE or
WBE subcontractors may be made without the prior written approval of the Contract Compliance Officer.
Unauthorized changes or substitutions, including performing the work designated for a subcontractor
with the contractors own forces, shall be a violation of these Special Conditions and a breach of the
contract with the City, and may cause termination of the executed Contract for breach, and/or subject the
bidder or contractor to contract remedies or other sanctions. The facts supporting the request for
changes must not have been known nor reasonably could have been known by the parties prior to
entering into the subcontract. Bid shopping is prohibited. The bidder or contractor must negotiate with
the subcontractor to resolve the problem. If requested by either party, the Department of Procurement
Services shall facilitate such a meeting. Where there has been a mistake or disagreement about the scope

M/WBE Special Conditions for Commodities & Services 05.09.2014 43


of work, the MBE or WBE can be substituted only where an agreement cannot be reached for a
reasonable price for the correct scope of work.
Substitutions of a MBE or WBE subcontractor shall be permitted only on the following basis:
a) Unavailability after receipt of reasonable notice to proceed;
b) Failure of performance;
c) Financial incapacity;
d) Refusal by the subcontractor to honor the bid or proposal price or scope;
e) 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 subcontractor to meet insurance, licensing or bonding requirements;
g) The subcontractor's withdrawal of its bid or proposal; or
h) De-certification of the subcontractor as a MBE or WBE (graduation from the MBE/WBE program
does not constitute de-certification).
i) Termination of a Mentor Protg Agreement.

1.8.2. Procedure for Requesting Approval


If it becomes necessary to substitute a MBE or WBE or otherwise change the Compliance Plan, the
procedure will be as follows:
a) The bidder or contractor must notify the Contract Compliance Officer and Chief Procurement
Officer in writing of the request to substitute a MBE or WBE or otherwise change the Compliance
Plan. The request must state specific reasons for the substitution or change. A letter from the
MBE or WBE to be substituted or affected by the change stating that it cannot perform on the
contract or that it agrees with the change in its scope of work must be submitted with the
request.
b) The City will approve or deny a request for substitution or other change within 15 business days
of receipt of the written request.
c) Where the bidder or contractor has established the basis for the substitution to the satisfaction
of the Chief Procurement Officer, it must make Good Faith Efforts to meet the Contract Specific
Goal by substituting a MBE or WBE subcontractor. Documentation of a replacement MBE or
WBE, or of Good Faith Efforts, must meet the requirements in section 5. If the MBE or WBE
Contract Specific Goal cannot be reached and Good Faith Efforts have been made, as determined
by the Chief Procurement Officer, the bidder or contractor may substitute with a non-MBE or
non-WBE.
d) If a bidder or contractor plans to hire a subcontractor for any scope of work that was not
previously disclosed in the Compliance Plan, the bidder or contractor must obtain the approval of
the Chief Procurement Officer to modify the Compliance Plan and must make Good Faith Efforts
to ensure that MBEs or WBEs have a fair opportunity to bid on the new scope of work.
e) A new subcontract must be executed and submitted to the Contract Compliance Officer within
five business days of the bidders or contractors receipt of City approval for the substitution or
other change.
The City shall not be required to approve extra payment for escalated costs incurred by the contractor
when a substitution of subcontractors becomes necessary to comply with MBE/WBE contract
requirements.

M/WBE Special Conditions for Commodities & Services 05.09.2014 44


1.9. Non-Compliance and Damages
Without limitation, the following shall constitute a material breach of this contract and entitle the City to
declare a default, terminate the contract, and exercise those remedies provided for in the contract, at law or
in equity: (1) failure to demonstrate Good Faith Efforts; and (2) disqualification as a MBE or WBE of the
contractor or any joint venture partner, subcontractor or supplier if its status as an MBE or WBE was a factor
in the award of the contract and such status was misrepresented by the contractor.
Payments due to the contractor may be withheld until corrective action is taken.
Pursuant to MCC 2-92-445 or 2-92-740, as applicable, remedies or sanctions may include a penalty in the
amount of the discrepancy between the amount of the commitment in the Compliance Plan, as such amount
may be amended through change orders or otherwise over the term of the contract, and the amount paid to
MBEs or WBEs, and disqualification from contracting or subcontracting on additional City contracts for up to
three years. The consequences provided herein shall be in addition to any other criminal or civil liability to
which such entities may be subject.
The contractor shall have the right to protest the final determination of non-compliance and the imposition of
any penalty by the Chief Procurement Officer pursuant to MCC 2-92-445 or 2-92-740, within 15 business days
of the final determination.
1.10. Arbitration
a) In the event a contractor has not complied with the contractual MBE/WBE percentages in its
Schedule D, underutilization of MBEs/WBEs shall entitle the affected MBE/WBE to recover from the
contractor damages suffered by such entity as a result of being underutilized; provided, however,
that this provision shall not apply to the extent such underutilization occurs pursuant to a waiver or
substitution approved by the City. The Ordinance and contracts subject thereto provide that any
disputes between the contractor and such affected MBEs/WBEs regarding damages shall be resolved
by binding arbitration before an independent arbitrator other than the City, with reasonable
expenses, including attorney's fees, being recoverable by a prevailing MBE/WBE in accordance with
these regulations. This provision is intended for the benefit of any MBE/WBE affected by
underutilization and grants such entity specific third party beneficiary rights. Any rights conferred by
this regulation are non-waivable and take precedence over any agreement to the contrary, including
but not limited to those contained in a subcontract, suborder, or communicated orally between a
contractor and a MBE/WBE.
b) An MBE/WBE desiring to arbitrate shall contact the contractor in writing to initiate the arbitrative
process. Except as otherwise agreed to in writing by the affected parties subject to the limitation
contained in the last sentence of the previous paragraph, within ten (10) calendar days of the
contractor receiving notification of the intent to arbitrate from the MBE/WBE the above-described
disputes shall be arbitrated in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (AAA), a not-for-profit agency, with an office at 225 North Michigan Avenue,
Suite 2527, Chicago, Illinois 60601-7601 [Phone: (312) 616-6560; Fax: (312) 819-0404]. All such
arbitrations shall be initiated by the MBE/WBE filing a demand for arbitration with the AAA; shall be
conducted by the AAA; and held in Chicago, Illinois.
c) All arbitration fees are to be paid pro rata by the parties, however, that the arbitrator is authorized to
award reasonable expenses, including attorney and arbitrator fees, as damages to a prevailing
MBE/WBE.
d) The MBE/WBE must send the City a copy of the Demand for Arbitration within ten (10) calendar days
after it is filed with the AAA. The MBE/WBE also must send the City a copy of the decision of the
arbitrator within ten (10) calendar days of receiving such decision. Judgment upon the award
rendered by the arbitrator may be entered in any court of competent jurisdiction.
1.11. Equal Employment Opportunity

M/WBE Special Conditions for Commodities & Services 05.09.2014 45


Compliance with MBE and WBE requirements will not diminish or supplant equal employment opportunity
and civil rights provisions as required by law.
1.12. Attachments and Schedules
The following attachments and schedules follow, they may also be downloaded from the Internet at:
http://www.cityofchicago.org/forms
Attachment A: Assist Agencies
Attachment B: Sample Format for Requesting Assist Agency Comments on Bidders Request for
Reduction or Waiver of MBE/WBE Goals
Schedule B: Affidavit of Joint Venture (MBE/WBE)
Schedule C-1: Letter of Intent From MBE/WBE To Perform As Subcontractor, Supplier and/or
Consultant
Schedule D-1: Compliance Plan Regarding MBE/WBE Utilization

M/WBE Special Conditions for Commodities & Services 05.09.2014 46


Attachment A Assist Agency List

M/WBE Special Conditions for Commodities & Services 05.09.2014 47


M/WBE Special Conditions for Commodities & Services 05.09.2014 48
Attachment B - Sample Format for Requesting Assist Agency Comments on Bidders Request for Reduction or
Waiver of MBE/WBE Goals
On Bidder/Proposers Letterhead SEND TO THE ASSIST AGENCIES DO NOT SEND TO THE CITY

RETURN RECEIPT REQUESTED

(Date)

Specification No.: 322160


Project Description: TRAINING & ONBOARDING FOR THE CIVILIAN OFFICE OF POLICE ACCOUNTABILITY (COPA)

(Assist Agency Name and Address SEND TO THE ASSIST AGENCIES DO NOT SEND TO THE CITY)

Dear _________________________:

___________________ (Bidder/Proposer) intends to submit a bid/proposal in response to the above referenced


specification with the City of Chicago. Bids are due _____________ advertised specification with the City of Chicago.

The following areas have been identified for subcontracting opportunities on both a direct and indirect basis:

Our efforts to identify potential subcontractors have not been successful in order to meet the Disadvantaged/
Minority/Women Business Enterprise contract goal. Due to the inability to identify an appropriate DBE/MBE/WBE firm
certified by the City of Chicago to participate as a subcontractor or joint venture partner, a request for the waiver of the
contract goals will be submitted. If you are aware of such a firm, please contact

Name of Company Representative at Address/Phone

within (10) ten business days of receipt of this letter.

Under the City of Chicagos MBE/WBE/DBE Ordinance, your agency is entitled to comment upon this waiver request to the
City of Chicago. Written comments may be directed within ten (10) working days of your receipt of this letter to:

Monica Jimenez, Deputy Procurement Officer


Department of Procurement Services
City of Chicago
121 North La Salle Street, Room 806
Chicago, Illinois 60602

If you wish to discuss this matter, please contact the undersigned at ____________________.

Sincerely,

M/WBE Special Conditions for Commodities & Services 05.09.2014 49


Schedule B Affidavit of Joint Venture

M/WBE Special Conditions for Commodities & Services 05.09.2014 50


M/WBE Special Conditions for Commodities & Services 05.09.2014 51
M/WBE Special Conditions for Commodities & Services 05.09.2014 52
M/WBE Special Conditions for Commodities & Services 05.09.2014 53
M/WBE Special Conditions for Commodities & Services 05.09.2014 54
Schedule C-1: Letter of Intent From MBE/WBE To Perform As Subcontractor, Supplier and/or Consultant

M/WBE Special Conditions for Commodities & Services 05.09.2014 55


Schedule D-1: Affidavit of Implementation of MBE/WBE Goals and Participation Plan

M/WBE Special Conditions for Commodities & Services 05.09.2014 56


M/WBE Special Conditions for Commodities & Services 05.09.2014 57
M/WBE Special Conditions for Commodities & Services 05.09.2014 58
M/WBE Special Conditions for Commodities & Services 05.09.2014 59
M/WBE Special Conditions for Commodities & Services 05.09.2014 60
EXHIBIT 4: CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT (EDS)
INSTRUCTIONS AND ATTACHMENT A, ONLINE EDS ACKNOWLEDGEMENT

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ONLINE CITY OF CHICAGO ECONOMIC DISCLOSURE
STATEMENT AND AFFIDAVIT (EDS) INSTRUCTIONS

WHEN SUBMITTING YOUR RESPONSE TO THIS REQUEST FOR PROPOSAL (RFP) FOR TRAINING AND
ONBOARDING FOR THE CIVILIAN OFFICE OF POLICE ACCOUNTABILITY, SPECIFICATION NO. 322160,
THE RESPONDENT SHALL SUBMIT 2 DOCUMENTS: 1) A CERTIFICATE OF FILING EVIDENCING
COMPLETION OF YOUR ONLINE EDS AND 2) AN EXECUTED ATTACHMENT A, ONLINE EDS
ACKNOWLEDGEMENT SIGNED BY AN AUTHORIZED OFFICER BEFORE A NOTARY.
1. ONLINE EDS FILING
1.1. ONLINE EDS FILING REQUIRED PRIOR TO RESPONSE DUE DATE
The Respondent shall complete an online EDS prior to the response due date. A Respondent who does
not file an electronic EDS prior to the response due date may be found non-responsive and its
response rejected. If you are unable to complete the online EDS and print a Certificate of Filing prior to
the response due date, the City will accept a paper EDS provided written justification is provided
explaining your good faith efforts to complete it before the response due date and the reasons why it
could not be completed.

NOTE: ALWAYS SELECT THE CONTRACT (NOT UPDATE) BOX WHEN COMPLETING AN
ONLINE EDS TO ENSURE A NEW CONTRACT SPECIFIC ONLINE EDS IS CREATED RELATED
TO THE SOLICITATION DOCUMENT. CLICKING THE UPDATE BOX ONLY UPDATES PREVIOUS
EDS INFORMATION.

1.2. ONLINE EDS WEB LINK


The web link for the Online EDS is
https://webapps.cityofchicago.org/EDSWebhttps://webapps.cityofchicago.org/EDSweb

1.3. ONLINE EDS NUMBER


Upon completion of the online EDS submission process, the Respondent will be provided an EDS
number. Respondent should record this number here:

EDS Number:

1.4. ONLINE EDS CERTIFICATION OF FILING AND ATTACHMENT A, ONLINE EDS


ACKNOWLEDGEMENT
Upon completion of the online submission process, the Respondent will be able to print a hard copy
Certificate of Filing. The Respondent should submit the signed Certificate of Filing and Attachment A,
Online EDS Acknowledgement form with its response. Please insert your Certification of Filing and
Attachment A, Online EDS Acknowledgement form following the Cover Letter. See Section 6.2, Item l,
Required Contents of Proposal in the RFP. A Respondent who does not include a signed Certificate of
Filing and/or Attachment A, Online EDS Acknowledgement form with its response must provide it upon
the request of the Chief Procurement Officer.

1.5. PREPARATION CHECKLIST FOR REGISTRATION


To expedite and ease your registration process, we recommend that you collect the following
information prior to registering for an Online EDS user account:

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1. Invitation number, if you were provided an invitation number.
2. EDS document from previous years, if available.
3. Email address to correspond with the Online EDS system.
4. Company Information:
a. Legal Name
b. FEIN/SSN
c. City of Chicago Vendor Number, if available.
d. Address and phone number information that you would like to
appear on your EDS documents.
e. EDS Captain. Check for an EDS Captain in your company -
this maybe the person that usually submits EDS for your
company, or the first person that registers for your company.

1.6. PREPARATION CHECKLIST FOR EDS SUBMISSION


To expedite and ease your EDS submission, we recommend that you collect the
following information prior to updating your EDS information online.

Items #1 through #7 are needed for both EDS information updates and contract related
EDS documents:

1. Invitation number, if you were provided with an invitation number.


2. Site address that is specific to this EDS.
3. Contact that is responsible for this EDS.
4. EDS document from previous years, if available.
5. Ownership structure, and if applicable, owners company
information:
a. % of ownership
b. Legal Name
c. FEIN/SSN
d. City of Chicago Vendor Number, if available.
e. Address
6. List of directors, officers, titleholders, etc. (if applicable).
7. For partnerships/LLC/LLP/Joint ventures, etc.:
a. List of controlling parties (if applicable).

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Items #8 and #9 are needed ONLY for contract related EDS documents:

8. Contract related information (if applicable):


a. City of Chicago contract package
b. Cover page of City of Chicago bid/solicitation package
c. If EDS is related to a mod, then cover page of your current
contract with the City.
9. List of subcontractors and retained parties:
a. Name
b. Address
c. Fees Estimated or paid

1.7. EDS FREQUENTLY ASKED QUESTIONS


Q: Where do I file?
A: The web link for the Online EDS is
https://webapps.cityofchicago.org/EDSWebhttps://webapps.cityofchicago.org/EDSweb
https://webapps.cityofchicago.org/EDSweb
Q: How do I get help?
A: If there is a question mark on a page or next to a field, click on the question mark for
help filling out the page or field. You may also consult the User Manual and the
Training Videos available on the left menu.

Q: Why do I have to submit an EDS?


A: The Economic Disclosure Statement (EDS) is required of applicants making an
application to the City for action requiring City Council, City department or other City
agency approval. For example, all bidders seeking a City contract are required to
submit an EDS. Through the EDS, applicants make disclosures required by State
law and City ordinances and certify compliance with various laws and ordinances.
An EDS is also required of certain parties related to the applicant, such as owners
and controlling parties.

Q: Who is the Applicant?


A: Applicant means any entity or person making an application to the City for action
requiring City Council or other City agency approval. The applicant does not include
owners and parent companies.

Q: Who is the Disclosing Party?


A: Disclosing Party means any entity or person submitting an EDS. This includes
owners and parent companies.

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Q: What is an entity or legal entity?
A: Entity or Legal Entity means a legal entity (for example, a corporation, partnership,
joint venture, limited liability company or trust).

Q: What is a person for purposes of the EDS?


A: Person means a human being.

Q: Who must submit an EDS?


A. An EDS must be submitted in any of the following three circumstances:

An Applicant must always file this EDS. If the Applicant is a


legal entity, state the full name of that legal entity. If the
Applicants:
Applicant is a person acting on his/her own behalf, state
his/her name.

Whenever a legal entity has a beneficial interest (E. G.


Entities
direct or indirect ownership) of more than 7.5% in the
holding an
Applicant, each such legal entity must file an EDS on its
interest:
own behalf.

Whenever a Disclosing Party is a general partnership,


limited partnership, limited liability company, limited liability
partnership or joint venture that has a general partner,
Controlling managing member, manager or other entity that can control
entities: the day-to-day management of the Disclosing Party, that
entity must also file an EDS on its own behalf. Each entity
with a beneficial interest of more than 7.5% in the
controlling entity must also file an EDS on its own behalf.

Q: What information is needed to submit an EDS?


A: The information contained in the Preparation Checklist for EDS submission.

Q: I dont have a user ID & password. Can I still submit an Online EDS?
A: No. You must register and create a user ID and password before submitting an
Online EDS.

Q: What information is needed to request a user ID & password for Online EDS?
A: The information contained in the Preparation Checklist for Registration is needed to
request a login for the Online EDS.

Q: I already have a username and password from another City web site (City Web

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Portal, Department of Construction and Permits, Department of Consumer
Services, etc.). Can I log-in the Online EDS with that account?
A: Usually not. The Online EDS uses a user ID and password system that is shared by
the Public Vehicle Advertising and Water Payment web sites. You may use a
username and password from those sites by answering Yes to Is this an existing
City of Chicago user ID? when registering. Other usernames and passwords will not
be automatically recognized. However, you may choose to create an identical
username for the Online EDS if it is not already taken.

Q: I dont have an email address. How do I submit an Online EDS?


A: You cannot get an account to submit an online EDS without an email address. If you
need an e-mail address, we suggest that you use a free internet email provider such
as www.hotmail.com or www.yahoo.com or rnail.google.com to open an account.
The City does not endorse any particular free internet email provider. Public
computers are available at all Chicago Public Library branches.

Q: I forgot my user ID. Can I register again?


A: No. If you are the EDS Captain of your organization, please contact the Department
of Procurement Services at 312-744-4900. If you are an EDS team member, contact
your EDS Captain, who can look up your user ID.

Q: Who is the EDS Captain?


A: The EDS Captain is a person who performs certain administrative functions for an
organization which files an EDS. Each organization registered with the Online EDS
has at least one EDS Captain. There may be co-captains, who are all equal. EDS
Captains approve new users, change contact information for an organization, and
de-active accounts of employees who have left the organization. Please see the
User Manual for more information.

Q: Why do we need EDS Captains?


A: The Online EDS is designed to be a self-service web application which allows those
doing or seeking to do business with the City to perform as many routine functions as
possible without City intervention. Because many organizations have multiple staff
filing an EDS, the EDS Captain role allows those organizations to self-manage the
contact information and users.

Q: Who is the EDS team?


A: The EDS team for an organization is everyone who is registered to file an EDS on
behalf of the organization.

Q: I forgot my password. What should I do?


A: To retrieve a temporary password, click the Forgot your password? link on the login
page. Enter your user ID that you provided when you registered your account. The
system will automatically generate a temporary password and send it to you. When
you log-in with your temporary password, you will be asked to create a new

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password.

Q: How do I complete an Online EDS?


A: Click on Create New after logging in. The Online EDS system will walk you through
the EDS questions. Please see the User Manual for details.

Q: How do I fill out a Disclosure of Retained Parties?


A: There is no longer a separate Disclosure of Retained Parties filing. After logging in,
click on Create New. Answer (click) Contract to Is this EDS for a contract or an
EDS information update? Click Fill out EDS, and click on the Retained Parties
tab. When finished, click on Ready to Submit.

Q: How do I attach documents?


A: Attachments are discouraged. If at all possible, please provide a concise explanation
in the space provided in the online form. Attachments with pages of officers are not
acceptable. Names of officers must be typed into the system. If you must provide an
attachment for another reason, please send it to your City of Chicago contact
(contract administrator or negotiator for procurements) and they will attach it for you.
Documents can be sent in PDF (preferred), Word, or paper format.

Q: Who can complete an Economic Disclosure Statement online?


A: Any authorized representative of your business with a user ID and password can
complete your EDS online. One person, such as an assistant, can fill in the
information and save it, and another person can review and electronically sign the
Online EDS.

Q: What are the benefits of filing my Economic Disclosure statement


electronically?
A: Filing electronically reduces the chance of filing an incomplete EDS and speeds up
the processing of contract awards. A certificate of filing can be printed at the
completion of the process and inserted into your bid package. The biggest benefit for
those who frequently do business with the City is that after the first EDS, each EDS
is much easier to fill out because non-contract specific information is pre-filled from
the last submitted EDS.

Q: Will my information be secure?


A: Yes. When making your internet connection to our Web Server, you will connect
through a Secure Socket Layer (SSL for short) to the Online EDS login page. All
information you type will be protected using strong encryption. Within the login page,
you will provide us with a user ID, password, and secret question for user
authentication. Only you will have knowledge of this unique identification information.

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Q: I am filing electronically. How do I sign my EDS?
A: Once you have completed the EDS, you will be prompted to enter your password
and answer to your secret question. Together, these will serve as your electronic
signature. Although you will also print and physically sign an EDS certification of
filing as a notice that your EDS was filed, your EDS is complete as a legal document
with only the electronic filing.

Q: My address has changed. How can I update my information?


A: You must be an EDS Captain for your organization to update this. Log-in and click on
Vendor Admin, Site Administration. Select the appropriate site and click edit.

Q: I have more questions. How can I contact the Department of Procurement


Services?
A: Please contact the contract administrator or negotiator assigned to your solicitation
or contract. You may call DPS at 312-744-4900 between 8:30 AM and 5:00 PM
Central Time.

Q: Can I save a partially complete EDS?


A: Yes. Click Save. To avoid data loss, we recommend you save your work
periodically while filling out your EDS.

Q: Do I have to re-type my information each time I submit an EDS?


A: No. The system will remember non-contract specific information from your last
submitted EDS for one year. This information will be filled-in for you in your new
EDS. You will have an opportunity to correct it if it has changed since your last filing.
When you submit your new EDS, the information is saved and the one-year clock
begins running anew.

Q: What are the system requirements to use the Online EDS?


A: The following are minimum requirements to use the Online EDS:
A PDF viewer such as Adobe Reader is installed and your web browser is
configured to display PDFs automatically. You may download and install Adobe
Reader free at www.adobe.comlproducts/reader/
Your web browser is set to permit running of JavaScript.
Your web browser allows cookies to be set for this site. Please note that while we
use cookies in the Online EDS, we do not use them to track personally
identifiable information, so your privacy is maintained.
Your monitor resolution is set to a minimum of 1024 x 768.
While not required to submit an EDS, if you wish to view the training videos, you
must have Adobe Flash Plugin version 9 or higher, speakers, and sound. Please
note that very old computers may not be able to run Adobe Flash and will not be
able to play the training videos. In that case, we encourage you to seek help

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using the Online EDS Manuals. You may download and install Adobe Flash
Plugin free at htty://get.adobe.comiflashplayer
The Online EDS has been tested on Internet Explorer 6.0 and 7.0 and Firefox 2.0 and
3.0 on Windows XP and Mac OS X. Although it should work on other browsers and
operating systems, the City of Chicago cannot guarantee compatibility.

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ATTACHMENT A

ONLINE EDS ACKNOWLEDGEMENT

The undersigned, hereby acknowledges having received Specification No. 322160 containing a
full set of RFP Documents, including, Addenda Numbers (none unless indicated here)
______________________________, and affirms that the Respondent shall be bound by all the
terms and conditions contained in the RFP Documents, regardless of whether a complete set
thereof is attached to this response.

Under penalty of perjury, the undersigned: (1) warrants that he/she was authorized to submit an
EDS on behalf of the Disclosing Party on-line, (2) warrants that all certifications and statements
contained in the EDS are true, accurate and complete as of the date the EDS was submitted on-
line, and (3) further warrants that, as of the date of submission of this response, there have
been no changes in circumstances since the date that the EDS was submitted that would render
any certification in the EDS false, inaccurate or incomplete.

Further, the undersigned being duly sworn deposes and says on oath that no disclosures of
ownership interests have been withheld and the information provided therein to the best of its
knowledge is current and the undersigned has not entered into any agreement with any other
respondent or prospective respondent or with any other person, firm or corporation relating to
the price named in this proposal or any other proposal, nor any agreement or arrangement
under which any act or omission in restraining of free competition among respondents and has
not disclosed to any person, firm or corporation the terms of this proposal or the price named
herein.

COMPANY NAME: ____________________________________________________


(Print or Type)

AUTHORIZED OFFICER SIGNATURE: ______________________________________

TITLE OF SIGNATORY: __________________________________________________


(Print or Type)

BUSINESS ADDRESS: ___________________________________________________


(Print or Type)

State of ______________________ (Affix Corporate Seal)


County of _____________________
This instrument was acknowledged before me on this _____ day of __________, 20___ by
____________________________ as President (or other authorized officer) and
_________________________ as Secretary of _________________ (Company Name)
Notary Public Signature: ____________________________ (Seal)

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EXHIBIT 5: CONTRACT INSURANCE REQUIREMENTS AND INSURANCE CERTIFICATE

70
PROFESSIONAL SERVICES INSURANCE REQUIREMENTS
Onboarding and Training for COPA

A. INSURANCE REQUIRED

Contractor must provide and maintain at Contractor's own expense, during the term of the Agreement and
during the time period following expiration if Contractor is required to return and perform any work,
services, or operations, the insurance coverages and requirements specified below, insuring all work,
services, or operations related to the Agreement.

1) Workers Compensation and Employers Liability (Primary and Umbrella)


Workers Compensation Insurance, as prescribed by applicable law covering all employees who
are to provide a service under this Agreement and Employers Liability coverage with limits of not
less than $500,000 each accident; $500,000 disease-policy limit and $500,000 disease-each
employee, or the full per occurrence limits of the policy, whichever is greater. Coverage shall
include but not be limited to: other states endorsement, alternate employer and voluntary
compensation endorsement, when applicable.

Contractor may use a combination of primary and excess/umbrella policy/policies to satisfy the
limits of liability required herein. The excess/umbrella policy/policies must provide the same
coverages/follow form as the underlying policy/policies.

2) Commercial General Liability (Primary and Umbrella)


Commercial General Liability Insurance or equivalent must be maintained with limits of not less
than $1,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is
greater, for bodily injury, personal injury, and property damage liability. Coverages must include
but not be limited to the following: All premises and operations, products/completed operations,
separation of insureds, defense, and contractual liability (not to include Endorsement CG 21 39 or
equivalent).

The City must be provided additional insured status with respect to liability arising out of
Contractors work, services or operations performed on behalf of the City. The Citys additional
insured status must apply to liability and defense of suits arising out of Contractors acts or
omissions, whether such liability is attributable to the Contractor or to the City on an additional
insured endorsement form acceptable to the City. The full policy limits and scope of protection
also will apply to the City as an additional insured, even if they exceed the Citys minimum limits
required herein. Contractors liability insurance must be primary without right of contribution by
any other insurance or self-insurance maintained by or available to the City.

Contractor may use a combination of primary and excess/umbrella policy/policies to satisfy the
limits of liability required herein. The excess/umbrella policy/policies must provide the same
coverages/follow form as the underlying policy/policies.

3) Automobile Liability (Primary and Umbrella)


When any motor vehicles (owned, non-owned and hired) are used in connection with work,
services, or operations to be performed, Automobile Liability Insurance must be maintained by
the Contractor with limits of not less than $1,000,000 per occurrence, or the full per occurrence
limits of the policy, whichever is greater, for bodily injury and property damage and covering the
ownership, maintenance, or use of any auto whether owned, leased, non-owned or hired used in
the performance of the work or services. The City is to be added as an additional insureds on a
primary, non-contributory basis.

Contractor may use a combination of primary and excess/umbrella policy/policies to satisfy the
limits of liability required herein. The excess/umbrella policy/policies must provide the same
coverages/follow form as the underlying policy/policies.

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4) Excess/Umbrella
Excess/Umbrella Liability Insurance must be maintained with limits of not less than $5,000.000
per occurrence, or the full per occurrence limits of the policy, whichever is greater. The
policy/policies must provide the same coverages/follow form as the underlying Commercial
General Liability, Automobile Liability, Employers Liability and Completed Operations coverage
required herein and expressly provide that the excess or umbrella policy/policies will drop down
over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. The
Excess/Umbrella policy/policies must be primary without right of contribution by any other
insurance or self-insurance maintained by or available to the City.

Contractor may use a combination of primary and excess/umbrella policies to satisfy the limits of
liability required in sections A.1, A.2, A.3 and A.4 herein.

5) Professional Liability
When any, teaching/training professionals program manager/administrator or any other
professional consultants perform work, services, or operations in connection with this Agreement,
Professional Liability Insurance covering acts, errors, or omissions must be maintained with limits
of not less than $2,000,000. When policies are renewed or replaced, the policy retroactive date
must coincide with, or precede start of work or services on the Agreement. A claims-made policy
which is not renewed or replaced must have an extended reporting period of two (2) years.

6) Valuable Papers
When any media, data, reports, records, and other documents are produced or used under this
Agreement, Valuable Papers Insurance must be maintained in an amount to insure against any
loss whatsoever, and must have limits sufficient to pay for the re-creation and reconstruction of
such records.

Contractor is responsible for all loss or damage to personnel property (including materials,
equipment tools and supplies) owned, rented or used by Contractor for this Agreement.

B. Additional Requirements

Evidence of Insurance. Contractor must furnish the City of Chicago, Department of Procurement
Services, Room 806, 121 North LaSalle State Street, Chicago, IL. 60602, original certificates of insurance
and additional insured endorsement, or other evidence of insurance, to be in force on the date of this
Agreement, and renewal certificates of Insurance and endorsement, or such similar evidence, if the
coverages have an expiration or renewal date occurring during the term of this Agreement. Contractor
must submit evidence of insurance prior to execution of Agreement. The receipt of any certificate does
not constitute agreement by the City that the insurance requirements in the Agreement have been fully
met or that the insurance policies indicated on the certificate are in compliance with all requirements of
Agreement. The failure of the City to obtain, nor the Citys receipt of, or failure to object to a non-
complying insurance certificate, endorsement or other insurance evidence from Contractor, its insurance
broker(s) and/or insurer(s) will not be construed as a waiver by the City of any of the required insurance
provisions. Contractor must advise all insurers of the Agreement provisions regarding insurance. The
City in no way warrants that the insurance required herein is sufficient to protect Contractor for liabilities
which may arise from or relate to the Agreement. The City reserves the right to obtain complete, certified
copies of any required insurance policies at any time.

Failure to Maintain Insurance. Failure of the Contractor to comply with required coverage and terms and
conditions outlined herein will not limit Contractors liability or responsibility nor does it relieve Contractor
of the obligation to provide insurance as specified in this Agreement. Nonfulfillment of the insurance
conditions may constitute a violation of the Agreement, and the City retains the right to suspend this
Agreement until proper evidence of insurance is provided, or the Agreement may be terminated.

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Notice of Material Change, Cancellation or Non-Renewal. Contractor must provide for sixty (60) days
prior written notice to be given to the City in the event coverage is substantially changed, canceled or
non-renewed and ten (10) days prior written notice for non-payment of premium.

Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions on referenced


insurance coverages must be borne by Contractor.

Waiver of Subrogation. Contractor hereby waives its rights and its insurer(s) rights of and agrees to
require their insurers to waive their rights of subrogation against the City under all required insurance
herein for any loss arising from or relating to this Agreement. Contractor agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this provision applies
regardless of whether or not the City received a waiver of subrogation endorsement for Contractors
insurer(s).

Contractors Insurance Primary. All insurance required of Contractor under this Agreement shall be
endorsed to state that Contractors insurance policy is primary and not contributory with any insurance
carrier by the City.

No Limitation as to Contractors Liabilities. The coverages and limits furnished by Contractor in no way
limit the Contractors liabilities and responsibilities specified within the Agreement or by law.

No Contribution by City. Any insurance or self-insurance programs maintained by the City do not
contribute with insurance provided by Contractor under this Agreement.

Insurance not Limited by Indemnification. The required insurance to be carried is not limited by any
limitations expressed in the indemnification language in this Agreement or any limitation placed on the
indemnity in this Agreement given as a matter of law.

Insurance and Limits Maintained. If Contractor maintains higher limits and/or broader coverage than the
minimums shown herein, the City requires and shall be entitled the higher limits and/or broader coverage
maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.

Joint Venture or Limited Liability Company. If Contractor is a joint venture or limited liability company, the
insurance policies must name the joint venture or limited liability company as a named insured.

Other Insurance obtained by Contractor. If Contractor desires additional coverages, the Contractor will
be responsible for the acquisition and cost.

Insurance required of Subcontractors. Contractor shall name the Subcontractor(s) as a named insured(s)
under Contractors insurance or Contractor will require each Subcontractor(s) to provide and maintain
Commercial General Liability, Commercial Automobile Liability, Workers Compensation and Employers
Liability Insurance and when applicable Excess/Umbrella Liability Insurance with coverage at least as
broad as in outlined in Section A, Insurance Required. The limits of coverage will be determined by
Contractor. Contractor shall determine if Subcontractor(s) must also provide any additional coverage or
other coverage outlined in Section A, Insurance Required. Contractor is responsible for ensuring that
each Subcontractor has named the City as an additional insured where required and name the City as an
additional insured on an endorsement form at least as broad and acceptable to the City. Contractor is
also responsible for ensuring that each Subcontractor has complied with the required coverage and terms
and conditions outlined in this Section B, Additional Requirements. When requested by the City,
Contractor must provide to the City certificates of insurance and additional insured endorsements or other
evidence of insurance. The City reserves the right to obtain complete, certified copies of any required
insurance policies at any time. Failure of the Subcontractor(s) to comply with required coverage and
terms and conditions outlined herein will not limit Contractors liability or responsibility.

73
Citys Right to Modify. Notwithstanding any provisions in the Agreement to the contrary, the City,
Department of Finance, Risk Management Office maintains the right to modify, delete, alter or change
these requirements.

74
Named Insured: Specification #: 322160
Address: RFP: _
____________
(Number and Street) Project #: _______
___________________________________________________________________________ Contract #: ____
(Chicago) (State) (ZIP)

Description of Operation/Location
The insurance policies and endorsements indicated below have been issued to the designated named insured with the policy limits as set forth herein
covering the operation described within the contract involving the named insured and the City of Chicago. The Certificate issuer agrees that in the event of
cancellation, non-renewal or material change involving the indicated policies, the issuer will provide at least sixty (60) days prior written notice of such
change to the City of Chicago at the address shown on this Certificate. This certificate is issued to the City of Chicago in consideration of the contract
entered into with the named insured, and it is mutually understood that the City of Chicago relies on this certificate as a basis for continuing such
agreement with the named insured:

Type of Insurance Insurer Name Policy Number Expiration Date Limits of Liability
All Limits in Thousands

General Liability CSL Per


[ ] Claims made [ ] Occurrence Occurrence $ _________
[ ] Premise-Operations
[ ] Explosion/Collapse Underground General
[ ] Products/Completed-Operations Aggregate $ _________
[ ] Blanket Contractual
[ ] Broad Form Property Damage
Products/Completed
[ ] Independent Contractors
[ ] Personal Injury Operations
[ ] Pollution Aggregate $ _________

Automobile Liability CSL Per


Occurrence $ _________

[ ] Excess Liability Each


[ ] Umbrella Liability Occurrence $ _________

Workers Compensation and Employers Liability Statutory/Illinois


Employers
Liability $ _________

Builders Risk/Course of Construction Amount of Contract

Professional Liability $ __________

Owner Contractors Protective $ ___________

Other $ ___________
a) Each Insurance policy required by this agreement, excepting policies for worker=s compensation and professional liability, will read: The City of Chicago is
an additional insured as respects operations and activities of, or on behalf of the named insured, performed under contract with or permit from the City
of Chicago.
b) The General, Automobile and Excess/Umbrella Liability Policies described provide for severability of Interest (cross liability) applicable to the named
insured and the City.
c) Workers Compensation and Property Insurers shall waive all rights of subrogation against the City of Chicago.
d) The receipt of this certificate by the City does not constitute agreement by the City that the insurance requirements in the contract have been fully met, or
that the insurance policies indicated by this certificate are in compliance with all contract requirements.
Name and Address of Certificate Holder and Recipient of Notice

Certificate Holder/Additional Insured


City of Chicago
Procurement Department Signature of Authorized Rep. ____________________________
Agency/Company: _____________________________________
121 N. LaSalle St., #806
Chicago, IL 60602 Address ______________________________________________
Telephone ____________________________________________

75
EXHIBIT 6: LOCAL AND OTHER PREFERENCES: ADJUSTMENTS TO THE COST PROPOSAL FOR
CITY OR STATE FUNDED PROJECTS ONLY

76
LOCAL AND OTHER PREFERENCES: ADJUSTMENTS TO THE COST PROPOSAL
FOR CITY OR STATE FUNDED PROJECTS ONLY

A. City-based Businesses (Chicago Business Preference)


For purposes of this section only, the following definitions shall apply:
City-based business means a person who (i) conducts meaningful day-to-day business operations at a facility
located within the city and reports such facility to the Internal Revenue Service as a place of employment for the
majority of its regular, full-time workforce; (ii) holds any appropriate city license; and (iii) is subject to applicable
city taxes.
Contract means any contract, purchase order or agreement awarded by the city and whose cost is to be paid
from funds belonging to or administered by the city; provided that a contract does not include: (i) a delegate
agency contract; (ii) a lease of real property; or (iii) a collective bargaining agreement.
Prime Contractor means a person who is a city- based business and the primary contractor on a contract. A
Prime Contractor does not include any subcontractors.
If these RFP Documents pertain to a Contract having an estimated contract value of $100,000 or more, the CPO
may apply a bid preference ("City Based Business Preference") of two percent of the cost proposal, in
accordance with section 2-92-412 of the MCC, to any qualified Respondent that is a prime contractor.
Respondents desiring to take advantage of the City Based Business Preference must submit documentation with
their Proposal that Respondent is a City-Based Business: a "City-Based Business Affidavit" and a copy of any
Chicago business license(s) if applicable.
B. Alternatively Powered Vehicles Proposal Incentive
i. Definitions for Alternatively Powered Vehicles Bid Incentive
For purposes of this Section B only, the following definitions apply:
"Alternative fuel" has the meaning ascribed to that term in the Energy Policy Act of 1992, and the rules
promulgated by the United States Department of Energy pursuant to that Act. The term "alternative fuel"
includes but is not limited to natural gas, liquefied petroleum gas, hydrogen, ethanol E85 or electricity;
"Alternatively powered vehicle" means a vehicle that:
(a) is fueled by alternative fuel; provided that if a vehicle is capable of being powered by alternative fuel
and traditional petroleum-based gasoline or petroleum-based diesel fuel, the vehicle must be powered by
the alternative fuel for no less than 80% BTUs consumed during the three months prior to the submission of
the bid; or
(b) is commonly referred to as a hybrid vehicle that is capable of being powered by a combination of any
fuel and an alternative power source and the alternative power source includes an energy storage system to
store generated or accumulated energy which substantially reduces the fuel use and emissions when
compared to a standard vehicle of the same age, type and size; or
(c) is fueled by a biodiesel blend; provided that the vehicle is powered by the biodiesel blend for no less
than 80% of the gallons consumed during the three months prior to the submission of the bid; or

77
(d) is fueled by traditional petroleum-based gasoline or petroleum-based diesel fuel, but powered by an
engine substantially more efficiently designed than a standard vehicle of the same age, type and size;
provided that the vehicle is rated by the United States Environmental Protection Agency in the top 5% for
fuel efficiency for similar vehicles.
An "alternatively powered vehicle" does not include any vehicle which is: (i) primarily used in a warehouse
or similar type of enclosed structure; (ii) required to use, or given credit for using, alternative fuel by any
federal, state or local law; or (iii) subject to Section 2-92-595 of the Municipal Code of Chicago.
"Biodiesel blend" has the meaning ascribed to that term in Section 2-92-595 of the Municipal Code of
Chicago.
"Construction project" has the meaning ascribed to that term in Section 2-92-335 of the Municipal Code of
Chicago.
"Contract" means any contract, purchase order, construction project, or other agreement (other than a
delegate agency contract or lease of real property or collective bargaining agreement) awarded by the city
and whose cost is to be paid from funds belonging to or administered by the city.
"Contract cost proposal" means the total dollar amount a Respondent proposes as its cost proposal on an
RFP without factoring any incentive or preference.
"Eligible business" means a business located within the counties of Cook, DuPage, Kane, Lake, McHenry or
Will in the State of Illinois (the Six County Region), and as to which: (1) a majority of the business' fleet is
located and used within the Six County Region; and (2) a majority of those vehicles located and used within
the Six County Region are alternatively powered vehicles.
"Fleet" means 10 or more vehicles that are owned, operated, leased or otherwise controlled by a business.
Proposal Incentive means an amount deducted, for proposal evaluation purposes only, from the
Respondent's cost proposal in order to calculate the cost or price to be used to evaluate the proposal.
"Vehicle" means every device powered by a motor or engine and by, upon, or in which any person or
property is or may be transported or drawn upon a street or highway, except a vehicle shall not include
motorized wheelchairs, golf carts, neighborhood electric vehicles, as that term is defined in Section 9-4-010
of the Municipal Code of Chicago, devices moved solely by human power, devices used exclusively upon
stationary rails or tracks, or snowmobiles, as defined in the Snowmobile Registration and Safety Act of
Illinois.
ii. Eligibility for Alternatively Powered Vehicles Proposal Incentive
If these RFP Documents pertain to a Contract having an estimated contract value of $100,000 or more, the
CPO may apply a proposal incentive of 1/2% to the contract cost proposal of a qualified respondent when
the qualified respondent is an eligible business.
The incentive is used only to calculate an amount to be used in evaluating the price, and it will not affect the
price of any contract that may ultimately be awarded.
For purposes of this section the total dollar value of a construction project contract includes both materials
and labor.

78
(b) As a condition of being awarded a contract after claiming this incentive, the eligible business shall
continue to meet the definition of an eligible business during the term of the contract.
(c) The contractor shall maintain adequate records necessary to monitor compliance with this section and
shall submit such reports as required by the chief procurement officer. Full access to the contractor's and
subcontractors' records shall be granted to the chief procurement officer, the commissioner of the
supervising department, the inspector general, or any duly authorized representative thereof. The
contractor and subcontractors shall maintain all relevant records for a period of no less than seven years
after final acceptance of the work.
(d) A Respondent desiring to receive an incentive pursuant to this section shall include with its bid
submission the Affidavit of Eligible Business for Proposal Incentive for Alternative Powered Vehicles, which
affirms that the Respondent satisfies all pertinent requirements as an eligible business.
(e) Upon completion of the work, any eligible business that receives a preference but that fails to meet the
definition as an eligible business during the term of the contract shall be fined in an amount equal to three
times the amount of the incentive.
(f) This section shall not apply to any contract to the extent that the requirements imposed by this section
are inconsistent with procedures or standards required by any law or regulation of the United States or the
State of Illinois to the extent such inconsistency is not permitted under law or the home rule powers of the
city.
C. Bid Incentives for Veteran-Owned Small Local Businesses and Eligible Joint Ventures
For purposes of this section only, the following definitions shall apply:
"Bid incentive" means an amount deducted, for bid evaluation purposes only, from the contract base bid in
order to calculate the bid price to be used to evaluate the bid on a competitively bid contract.
"Contract base bid" means the total dollar amount a contractor bids on a contract without factoring any bid
incentive or percentage reductions to the bid amount.
"Eligible joint venture" means an association of one or more small business enterprises in combination with one
or more veteran-owned business enterprises, proposing to perform as a single for-profit business enterprise, in
which each joint venture partner contributes property, capital, efforts, skill and knowledge. Joint ventures must
have an agreement in writing specifying the terms and conditions of the relationship between the partners and
their respective roles in the contract.
"Owned" means, as MCC 2-92-670 may be updated from time to time, having all of the customary incidents of
ownership, including the right of disposition, and sharing in all of the risks, responsibilities and profits
commensurate with the degree of ownership.
"Small business enterprise" means, as MCC 2-92-670 may be updated from time to time, a small business as
defined by the U.S. Small Business Administration, pursuant to the business size standards found in 13 C.F.R.
Part 121, relevant to the scope(s) of work the firm seeks to perform on city contracts. A firm is not an eligible
small business enterprise in any city fiscal year in which its gross receipts, averaged over the firm's previous five
fiscal years, exceed the size standards of 13 C.F.R. Part 121.
"Veteran-owned business enterprise" means an enterprise which: (1) is at least 51 percent owned by one or
more veterans, or in the case of a publicly held corporation, at least 51 percent of all classes of the stock of
which is owned by one or more veterans, whose management, policies, major decisions and daily business
operations are independently managed and controlled by one or more veterans; or (2) has been certified by the
79
State of Illinois as a qualified service-disabled veteran-owned small business or a qualified veteran-owned small
business pursuant to 30 ILCS 500/45-57.
"Veteran-owned small local business" means a business that is both a veteran-owned business enterprise and a
small local business enterprise as defined in Section 2-92-670.
"Veteran" means a person who has served in the United States armed forces and was discharged or separated
under honorable conditions.
Unless otherwise prohibited by any federal, state or local law, the CPO shall allocate a bid incentive of 5% of the
contract base price, in accordance with section 2-92-418 of the MCC, to any qualified bidder that is a veteran-
owned small local business or an eligible joint venture.
Bidders desiring to receive this incentive must submit an affidavit and other supporting documents
demonstrating that the bidder satisfies all pertinent requirements as a veteran-owned small local business or an
eligible joint venture.
As a condition of being awarded the bid incentive, the veteran-owned small local business or eligible joint
venture shall continue to meet the definition of a veteran-owned small local business or an eligible joint
venture. If a contract is awarded to the veteran-owned small local business or eligible joint venture, upon
completion of the work, any veteran-owned small local business or eligible joint venture that receives a bid
preference but fails to meet the definition of a veteran-owned small local business or eligible joint venture
during the term of the contract for which the bid incentive was awarded shall be fined in an amount equal to
three times the amount of the bid incentive awarded.
The contractor shall maintain adequate records necessary to ensure compliance with this section and shall
submit such reports as required by the chief procurement officer. Full access to the contractors and
subcontractors records shall be granted to the chief procurement officer, the commissioner of the supervising
department, the inspector general, or any duly authorized representative thereof. The contractor and
subcontractor shall maintain all relevant records a period that is the longer of seven years or as after final
acceptance of the work in accordance with the Local Records Act.

80
CITY-BASED BUSINESS AFFIDAVIT

The City-Based Business preference of 2% is applicable to Contracts funded in whole by City funds. Respondent must complete this
form, and provide a copy of its Chicago business license(s) if applicable, if it desires to be considered for this preference. Respondents
that do not complete this page will not be regarded as City-Based Businesses. If Respondent's operations are at multiple locations in
the City of Chicago, use additional sheets if necessary.
1. Is Respondent a City-Based Business as defined in the "Local and Other Preferences" portion of this solicitation and in MCC
2-92-412?

( ) Yes ( ) No

2. Does the Respondent report to the Internal Revenue Service that the place of employment for the majority (more than 50%) of
its regular, full-time workforce is a facility within the City of Chicago?
( ) Yes ( ) No

3. Does the Respondent conduct meaningful day-to-day business operations at a facility within the City of Chicago?

( ) Yes ( ) No

4. Street address of business location within the City of Chicago (P.O. address not accepted):

5. Describe the business activities are carried out at the location listed above:

6. How many full-time regular employees are currently employed at the location listed above?
7. Total number of full-time regular employees employed at all locations worldwide? _
8. List City of Chicago business license(s) held; attach copies. If none are required, indicate "none required":

Respondent understands that it may be required to produce records to the Chief Procurement Officer to verify the information provided.
Under penalty of perjury the person signing below: (1) warrants that he/she is authorized to execute this Affidavit on behalf of
Respondent, and (2) warrants that all certifications and statements contained in this Affidavit are true, accurate, and complete as of the
date of execution.
Name of Respondent:
(Print or Type)

Signature of Authorized Officer:


(Signature)

Title of Signatory:
(Print or Type)
State of _________________________

County of ________________________

Signed and sworn (or affirmed) to before me on ____________ (date) by _________________ (name/s of person/s making statement).

______________________
(Signature of Notary Public) (Seal)

81
INCENTIVE FOR ALTERNATIVELY POWERED VEHICLES AFFIDAVIT

An Eligible Business incentive for alternatively powered vehicles may be applicable. Respondent must complete this form if it desires to
be considered for this incentive. Respondents who do not complete and submit this form with their proposals will be deemed to be non-
Eligible Businesses.
1. Is Respondent a business located within the counties of Cook, DuPage, Kane, Lake, McHenry or Will in the State of Illinois
(the Six County Region)? ( ) Yes ( ) No
2. Street address of principal place of business:

3. How many total vehicles, as defined in the Local and Other Preferences section of this solicitation, "Incentive for Alternatively
Powered Vehicles," are currently owned, operated, leased or otherwise controlled by respondent?
Line 3(a):

4. How many of respondent's vehicles are located and used within the Six County Region?
Line 4(a): number of vehicles

Line 4(b): percentage of fleet (line 4(a) divided by line 3(a)) %

5. How many of respondent's vehicles located and used within the Six County Region are alternatively powered vehicles, as
defined in the Local and Other Preferences section of this solicitation, "Incentive for Alternatively Powered Vehicles?
Line 5(a): number of vehicles
Line 5(b): percentage of Six County fleet (line 5(a) divided by line 4(a)) %

Respondent understands that it may be required to produce records to the chief procurement officer to verify the information provided.
Under penalty of perjury the person signing below: (1) warrants that he/she is authorized to execute this Affidavit on behalf of bidder,
and (2) warrants that all certifications and statements contained in this Affidavit are true, accurate, and complete as of the date of
execution.
Name of Respondent:
(Print or Type)

Signature of Authorized Officer: (Signature)

Title of Signatory:
(Print or Type)

State of _________________________

County of ________________________

Signed and sworn (or affirmed) to before me on ____________ (date) by

_________________ (name/s of person/s making statement).

______________________
(Signature of Notary Public)
(Seal)

82
VETERAN-OWNED SMALL LOCAL BUSINESSES AND ELIGIBLE JOINT VENTURES AFFIDAVIT

Bidder must complete this form if it desires to be considered for the bid incentive as described in Section 2-92-418 of the Municipal
Code of Chicago ("MCC") for Veteran-Owned Small Local Businesses and Eligible Joint Ventures. Bidders that do not complete this
page will not be regarded as veteran-owned small local businesses or eligible joint ventures. Please use additional sheets if necessary.
Attach all relevant certifications and/or support documents.

1. Is bidder a veteran-owned small local business as defined in Exhibit 6, Section C of this bid solicitation and in MCC 2-92-
418?
( ) Yes ( ) No If Yes, skip to #5 below.
2. Is bidder an eligible joint venture as defined in Exhibit 6, Section C of this bid solicitation and in MCC 2-92-418?
( ) Yes ( ) No

3. Is at least one member of the eligible joint venture a small business enterprise as defined in MCC 2-92-670?
( ) Yes ( ) No
4. Is at least one member of the eligible joint venture a veteran-owned business enterprise as that term is defined in
MCC 2-92-670?
( ) Yes ( ) No
5. Is the veteran-owned business identified in either #1 or #4 above certified by the State of Illinois as a qualified service-disabled
veteran-owned small business or a qualified veteran-owned small business pursuant to 30 ILCS 500/45-57? If yes, please provide
appropriate documentation.
( ) Yes ( ) No
6. If the answer to # 5 above is no, is the veteran-owned business an enterprise which is at least 51 percent owned by one or more
veterans, or in the case of a publicly held corporation, at least 51 percent of all classes of stock of which are owned by one or more
veterans?

( ) Yes ( ) No
7. If qualifying as a veteran-owned business under the requirements of #6 above, please list all owners, their percentage of ownership
interest, and provide appropriate documentation demonstrating status as veteran, as that term is defined in MCC 2-92-418.
_

8. List City of Chicago business license(s) held. If none are required, indicate "none required":
_

9. Provide address of the veteran-owned business, including the County in which it is located.
_ _

County: __________________________________________

Bidder understands that it may be required to produce records to the chief procurement officer to verify the information provided.

Under penalty of perjury the person signing below: (1) warrants that he/she is authorized to execute this Affidavit on behalf of bidder,
and (2) warrants that all certifications and statements contained in this Affidavit are true, accurate, and complete as of the date of
execution.

83
Bidder must complete the applicable signature line(s) on the following page.

Required Signature for All Applicants

Name of Veteran-Owned Business:


(Print or Type)
Signature of Authorized Officer for Veteran-Owned Business:

(Signature)
Title of Signatory:
(Print or Type)

Additional Required Signatures for Eligible Joint Venture Applicants

Name of Joint Venture (for eligible joint ventures only):


(Print or Type)

Name of SBE (for eligible joint ventures only):


(Print or Type)
Signature of Authorized Officer for SBE (for eligible joint ventures only): _

(Signature)
Title of Signatory: _

(Print or Type)

State of _________________________

County of ________________________

Signed and sworn (or affirmed) to before me on ____________ (date) by

_________________ (name/s of person/s making statement).

______________________

(Signature of Notary Public)

(Seal)

84
EXHIBIT 7: CITY OF CHICAGO SAMPLE PROFESSIONAL SERVICES AGREEMENT

85
Specification Number: 322160
Contract (PO) Number: _____
Vendor Number: ___________
City-Funded

PROFESSIONAL SERVICES AGREEMENT


BETWEEN

THE CITY OF CHICAGO


INDEPENDENT POLICE REVIEW AUTHORITY (IPRA)

AND

________________________

TRAINING AND ONBOARDING FOR THE CIVILIAN OFFICE OF POLICE


ACCOUNTABILITY (COPA)

RAHM EMANUEL
MAYOR

JAMIE L. RHEE
CHIEF PROCUREMENT OFFICER
Training and Onboarding for the Civilian Office of Police Accountability (COPA), Independent Police Review Authority (IPRA)
Specification Number 322160
City Funded Professional Services Form Contract 06.27.2016

Table of Contents

ARTICLE 1. INTRODUCTION .............................................................................................................................. 1


ARTICLE 2. INCORPORATION OF EXHIBITS ........................................................................................................ 1
ARTICLE 3. STANDARD TERMS AND CONDITIONS ............................................................................................. 2
3.1. General Provisions .............................................................................................................................. 2
3.1.1. Definitions ........................................................................................................................................ 2
3.1.2. Interpretation of Contract ................................................................................................................ 3
3.1.3. Subcontracting and Assignment....................................................................................................... 4
3.1.4. Contract Governance ....................................................................................................................... 5
3.1.5. Confidentiality .................................................................................................................................. 7
3.1.6. Indemnity ......................................................................................................................................... 8
3.1.7. Non-Liability of Public Officials......................................................................................................... 9
3.1.8. Contract Extension Option ............................................................................................................... 9
3.2. Compensation Provisions .................................................................................................................... 9
3.2.1. Ordering, Invoices, and Payment ..................................................................................................... 9
3.2.2. Subcontractor Payment Reports .................................................................................................... 11
3.2.3. Prompt Payment to Subcontractors............................................................................................... 11
3.2.4. General Price Reduction Automatic Eligibility for General Price Reductions .............................. 13
3.3. Compliance With All Laws ................................................................................................................. 13
3.3.1. General ........................................................................................................................................... 13
3.3.2. Certification of Compliance with Laws ........................................................................................... 14
3.3.3. Federal Affirmative Action ............................................................................................................. 14
3.3.4. Civil Rights Act of 1964, Title VI, Compliance With Nondiscrimination Requirements .................. 14
3.3.5. Other Non-Discrimination Requirements ...................................................................................... 16
3.3.6. Wages ............................................................................................................................................. 17
3.3.7. Economic Disclosure Statement and Affidavit and Appendix A ("EDS") ........................................ 19
3.3.8. Restrictions on Business Dealings .................................................................................................. 21
3.3.9. Debts Owed to the City; Anti-Scofflaw, MCC Sect. 2-92-380 ......................................................... 22
3.3.10. Other City Ordinances and Policies ................................................................................................ 23
3.3.11. Compliance with Environmental Laws and Related Matters ......................................................... 25
3.4. Contract Disputes ............................................................................................................................. 28
3.4.1. Procedure for Bringing Disputes to the Department ..................................................................... 28
3.4.2. Procedure for Bringing Disputes before the CPO ........................................................................... 28
3.5. Events of Default and Termination ................................................................................................... 28
3.5.1. Events of Default ............................................................................................................................ 28
3.5.2. Cure or Default Notice ................................................................................................................... 29
3.5.3. Remedies ........................................................................................................................................ 30
3.5.4. Non-Exclusivity of Remedies .......................................................................................................... 30
3.5.5. City Reservation of Rights .............................................................................................................. 30
3.5.6. Early Termination ........................................................................................................................... 30
3.6. Department-specific Requirements .................................................................................................. 31
3.6.1. Department of Aviation Standard Requirements .......................................................................... 31
3.6.2. Emergency Management and Communications (OEMC) Security Requirements ......................... 34
3.6.3. Chicago Police Department Security Requirements ...................................................................... 36
3.6.4. Department of Water Management ("DOWM") Security Requirements ...................................... 36
ARTICLE 4. TERMS FOR PROFESSIONAL SERVICES SINGLE PROJECT.............................................................. 40
4.1. Providing Services ............................................................................................................................. 40
4.2. Standard of Performance .................................................................................................................. 40
4.3. Deliverables ...................................................................................................................................... 40

i
Training and Onboarding for the Civilian Office of Police Accountability (COPA), Independent Police Review Authority (IPRA)
Specification Number 322160
City Funded Professional Services Form Contract 06.27.2016

4.4. Additional Services ........................................................................................................................... 41


4.5. Timeliness of Performance................................................................................................................ 41
4.6. Suspension ........................................................................................................................................ 41
4.7. Personnel .......................................................................................................................................... 41
4.7.1. Adequate Staffing ........................................................................................................................... 41
4.7.2. Key Personnel ................................................................................................................................. 41
4.7.3. Salaries and Wages......................................................................................................................... 42
4.8. Ownership of Documents ................................................................................................................. 42
4.9. Copyright Ownership and other Intellectual Property ....................................................................... 42
4.9.1. Patents ........................................................................................................................................... 43
4.9.2. Indemnity ....................................................................................................................................... 43
4.10. Approvals.......................................................................................................................................... 43
4.11. Cooperation ...................................................................................................................................... 43
4.12. Compliance with the Americans with Disabilities Act and Other Laws Concerning Accessibility ....... 43
4.13. Reimbursement for Travel ................................................................................................................ 44
4.14. Multi Project Labor Agreement (PLA) ................................................................................................ 44
ARTICLE 5. SCOPE OF WORK AND DETAILED SPECIFICATIONS ........................................................................ 44
5.1. Scope of Services .............................................................................................................................. 44
5.2. List of Key Personnel ......................................................................................................................... 44
5.3. Term of Performance ........................................................................................................................ 44
5.4. Contract Extension Option ................................................................................................................ 44
5.5. Payment ........................................................................................................................................... 44
5.5.1. Basis of Payment ............................................................................................................................ 44
5.5.2. Method of Payment ....................................................................................................................... 45
5.5.3. Centralized Invoice Processing ....................................................................................................... 45
5.5.4. Criteria for Payment ....................................................................................................................... 46
5.6. Funding ............................................................................................................................................. 46
ARTICLE 6. SPECIAL CONDITIONS REGARDING MINORITY BUSINESS ENTERPRISE COMMITMENT AND WOMEN
BUSINESS ENTERPRISE COMMITMENT FOR COMMODITIES OR SERVICES.......................................................... 47
6.1. Policy and Terms ............................................................................................................................... 47
6.2. Definitions ........................................................................................................................................ 48
6.3. Joint Ventures ................................................................................................................................... 49
6.4. Counting MBE/WBE Participation Toward the Contract Specific Goals ............................................. 51
6.5. Regulations Governing Reductions to or Waiver of MBE/WBE Goals ................................................ 52
6.5.1. Direct / Indirect Participation ......................................................................................................... 53
6.5.2. Assist Agency Participation in wavier/reduction requests ............................................................. 54
6.5.3. Impracticability ............................................................................................................................... 54
6.6. Procedure to Determine Bid Compliance .......................................................................................... 55
6.7. Reporting Requirements During the Term of the Contract ................................................................ 56
6.8. Changes to Compliance Plan ............................................................................................................. 57
6.8.1. Permissible Basis for Change Required .......................................................................................... 57
6.8.2. Procedure for Requesting Approval ............................................................................................... 58
6.9. Non-Compliance and Damages ......................................................................................................... 58
6.10. Arbitration ........................................................................................................................................ 59
6.11. Equal Employment Opportunity........................................................................................................ 59
6.12. Attachments and Schedules .............................................................................................................. 60
Attachment A Assist Agency List ................................................................................................................... 61
Attachment B - Sample Format for Requesting Assist Agency Comments on Bidders Request for Reduction
or Waiver of MBE/WBE Goals ......................................................................................................................... 63
Schedule B Affidavit of Joint Venture ........................................................................................................... 64
Schedule C-1: Letter of Intent From MBE/WBE To Perform As Subcontractor, Supplier and/or Consultant. 69

ii
Training and Onboarding for the Civilian Office of Police Accountability (COPA), Independent Police Review Authority (IPRA)
Specification Number 322160
City Funded Professional Services Form Contract 06.27.2016

Schedule D-1: Affidavit of Implementation of MBE/WBE Goals and Participation Plan ................................ 70
ARTICLE 7. INSURANCE REQUIREMENTS......................................................................................................... 75
ARTICLE 8. SIGNATURE PAGE.......................................................................................................................... 78
EXHIBIT 1: SCOPE OF WORK ............................................................................................................................... 80
EXHIBIT 2: COMPENSATION ............................................................................................................................... 81
EXHIBIT 3: INSURANCE CERTIFICATE OF COVERAGE ........................................................................................... 82
EXHIBIT 4: ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT(S) CERTIFICATE OF FILING ............................ 83
EXHIBIT 5: MBE / WBE COMPLIANCE PLAN ........................................................................................................ 84

iii
ARTICLE 1. INTRODUCTION
This Contract is entered into as of the _________ day of ____________, 20___ ("Effective Date") by and between
____________________________, a ______________ corporation ("Contractor"), and the City of Chicago, a
municipal corporation and home rule unit of local government existing under the Constitution of the State of
Illinois, acting through the Independent Police Review Authority ("City"), at Chicago, Illinois.
The City advertised a Request for Proposal (RFP); evaluated proposals received and determined the Contractor to
be qualified to perform the Services.
The Contractor warrants that it is ready, willing and able to perform as of the effective date of this Contract to
the full satisfaction of the City.
NOW, THEREFORE, the City and the Contractor Agree as Follows:
ARTICLE 2. INCORPORATION OF EXHIBITS
The following attached Exhibits are made a part of this agreement:
Exhibit 1: Scope of Work
Exhibit 2: Schedule of Compensation
Exhibit 3: Insurance Certificate of Coverage
Exhibit 4: Economic Disclosure Statement and Affidavit Certificate of Filing
Exhibit 5: MBE/WBE Compliance Plan

1
ARTICLE 3. STANDARD TERMS AND CONDITIONS
3.1. General Provisions
3.1.1. Definitions
"Addendum" is an official revision of the Bid Documents issued by the Chief Procurement Office prior to
Bid Opening Date.
"Airports" means Chicago OHare International Airport and Chicago Midway International Airport.
"Airside" means, generally, those areas of an Airport which requires a person to pass through a security
checkpoint to access. References to "sterile areas" generally mean Airside areas within terminal
buildings. References to "Airfield", "Aircraft Operations Area", "AOA", or "Secured areas" generally
mean outdoor Airside areas or areas not accessible to passengers.
"Attachments" are all the exhibits and other documents attached to the Bid Documents and/or
incorporated into the Contract by reference.
"Bid" refers to an offer made by a Bidder in response to an invitation for bids which includes a binding
proposal to perform the Contract which the City may rely on and accept, or in the case of an RFP or RFQ,
the submission/proposal in response to that solicitation which may be subject to negotiation.
"Bidder" is a person, firm, or entity submitting a Bid in response to an invitation for bids; for RFPs and
RFQs, references may be made to "Respondents." Once the Contract is awarded the Contractor shall
assume that all references to a Bidder or Respondent and such attendant obligations apply to the
Contractor.
"Bid Opening Date" is the date and time publicly advertised by the Chief Procurement Officer as the
deadline for submission of Bids; this may be referred to as a "Proposal Due Date" for RFP and RFQ
solicitations.
"Bid Documents" means all the documents issued by the Chief Procurement Officer, or referenced by
the Chief Procurement Officer as being available on the City's website and incorporated by such
reference, in connection with an invitation for bids or proposals. Except for such Bid Documents as are
posted on the City's website and incorporated by reference, all Bid Documents must be submitted by a
bidder on the Bid Opening Date.
"Business Day" means business days (Monday through Friday, excluding legal holidays, or City shut-
down days) in accordance with the City of Chicago business calendar.
"Calendar Day" means all calendar days in accordance with the world-wide accepted calendar.
"Chief Procurement Officer" abbreviated as "CPO" means the chief executive of the City's Department
of Procurement Services ("DPS"), and any representative duly authorized in writing to act on the Chief
Procurement Officer's behalf.
"City" means the City of Chicago, a municipal corporation and home rule government under Sections 1
and 6(a), Article VII, of the 1970 Constitution of the State of Illinois.
"Commissioner" means the chief executive of any City department that participates in this Contract
(regardless of the actual title of such chief executive), and any representative duly authorized in writing
to act on the Commissioner's behalf with respect to this Contract.
"Contact Person" means the Contractor's management level personnel who will work as liaison
between the City and the Contractor and be available to respond to any problems that may arise in
connection with Contractor's performance under the Contract.
"Contract" means, upon notice of award from the CPO, the contract consisting of all Bid Documents
relating to a specific invitation for bids or proposals, and all amendments, modifications, or revisions
made from time to time in accordance with the terms thereof. All such documents comprising the
Contract are referred to as the "Contract Documents".

Terms for Professional Services Single Project 09.01.2015 2


"Contractor" means the Bidder or Proposer (person, firm, or entity) that is awarded the Contract by the
CPO. Any references to the Bidder or Proposer in the Contract Documents is understood to apply to the
Contractor.
"Department" which may also be referred to as the using/user Department is the City Department
which appears on the applicable Purchase Order Release for goods, work, or services provided under
this Contract.
"Detailed Specifications" refers to the contract specific requirements that includes but is not limited to
a detailed description of the scope, term, compensation, price escalation, and such other additional
terms and conditions governing this specific Contract.
"Force Majeure Event" means an event beyond the reasonable control of a party to this Contract, which
is limited to acts of God, explosion, acts of the public enemy, fires, floods, earthquakes, tornadoes,
epidemics, quarantine restrictions, work stoppages not caused or unmitigated by the Contractor.
"Holidays" refers to the official City Holidays when the City is generally closed for business which
includes: New Year's Day, Dr. Martin Luther King Jr.'s Birthday, Lincoln's Birthday, Presidents Day,
Pulaski Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving
Day, and Christmas Day.
"MCC" is the abbreviation for the Municipal Code of Chicago.
"Party" or collectively "Parties" refers to the entities that have entered into this Contract including the
Contractor and the City.
"Purchase Order" means a written purchase order from a Department referencing this Contract.
Purchase Orders may also be referred to as "Blanket Releases".
"Services" refers to all work, services, and materials whether ancillary or as required by the Detailed
Specifications that Contractor provides in performance of its obligations under this Contract.
"Specification" means the Bid Documents, including but not limited to the Detailed Specifications.
"Subcontractor" means any person or entity with whom the Contractor contracts to provide any part of
the goods, services or work to be provided by Contractor under the Contract, including subcontractors
of any tier, suppliers and material men, whether or not in privity with the Contractor.
3.1.2. Interpretation of Contract
3.1.2.1. Order of Precedence
The order of precedence of the component contract parts will be as follows:
If funded by the Federal government or State of Illinois, terms required by the Federal
Government or State of Illinois, as applicable, whether set out in this document, in a Task
Order Request (if applicable), or otherwise.
Standard provisions and form provisions relating to this procurement type
Scope of Work and Detailed Specifications
Task Order (if applicable)
All other parts of this Contract.
3.1.2.2. Interpretation and Rules
Unless a contrary meaning is specifically noted elsewhere, the phrases "as required", "as directed",
"as permitted", and similar words mean the requirements, directions, and permissions of the
Commissioner or CPO, as applicable. Similarly, the words "approved", "acceptable", "satisfactory",
and similar words mean approved by, acceptable to, or satisfactory to the Commissioner or the
CPO, as applicable.
The words "necessary", "proper", or similar words used with respect to the nature or extent of work
or services mean that work or those services must be conducted in a manner, or be of a character
which is necessary or proper for the type of work or services being provided in the opinion of the

Terms for Professional Services Single Project 09.01.2015 3


Commissioner and the CPO, as applicable. The judgment of the Commissioner and the CPO in such
matters will be considered final.
Wherever the imperative form of address is used, such as "provide equipment required" it will be
understood and agreed that such address is directed to the Contractor unless the provision
expressly states that the City will be responsible for the action.
3.1.2.3. Severability
The invalidity, illegality, or unenforceability of any one or more phrases, sentences, clauses, or
sections in this Contract does not affect the remaining portions of this Contract.
3.1.2.4. Entire Contract
The Contract Documents constitute the entire agreement between the parties and may not be
modified except by the subsequent written agreement of the parties.
3.1.3. Subcontracting and Assignment
3.1.3.1. No Assignment of Contract
Pursuant to 65 ILCS 8-10-14, Contractor may not assign this Contract without the prior written
consent of the CPO. In no case will such consent relieve the Contractor from its obligations, or
change the terms of the Contract. The Contractor must notify the CPO, in writing, of the name of
any proposed assignee and the reason for the assignment; consent to which is solely in the CPOs
discretion.
3.1.3.2. Subcontracts
No part of the goods, work, or services to be provided under this Contract may be subcontracted
without the prior written consent of the CPO; but in no case will such consent relieve the Contractor
from its obligations, or change the terms of the Contract. The Contractor must notify the CPO of the
names of all Subcontractors to be used and shall not employ any that the CPO has not approved.
Prior to proposing the use of a certain Subcontractor, the Contractor must verify that neither the
Subcontractor nor any of its owners is debarred from or otherwise ineligible to participate on City
contracts. This information can be found on the Citys website:
http://www.cityofchicago.org/city/en/depts/dps/provdrs/comp/svcs/debarred_firms_list.html
Subcontracting of the services or work or any portion of the Contract without the prior written
consent of the CPO is null and void. Further, the Contractor will not make any substitution of a
previously approved Subcontractor without the prior written consent of the CPO; any substitution
of a Subcontractor without the prior written consent of the CPO is null and void.
The Contractor will only subcontract with competent and responsible Subcontractors. If, in the
judgment of the Commissioner or the CPO, any Subcontractor is careless, incompetent, violates
safety or security rules, obstructs the progress of the services or work, acts contrary to instructions,
acts improperly, is not responsible, is unfit, is incompetent, violates any laws applicable to this
Contract, or fails to follow the requirements of this Contract, then the Contractor will, immediately
upon notice from the Commissioner or the CPO, discharge or otherwise remove such Subcontractor
and propose an acceptable substitute for CPO approval.
3.1.3.3. No Pledging or Assignment of Contract Funds Without City Approval
The Contractor may not pledge, transfer, or assign any interest in this Contract or contract funds
due or to become due without the prior written approval of the CPO. Any such attempted pledge,
transfer, or assignment, without the prior written approval of the CPO is void as to the City and will
be deemed an event of default under this Contract.
3.1.3.4. Citys Right to Assign
The City expressly reserves the right to assign or otherwise transfer all or any part of its interests in
this Contract without the consent or approval of the Contractor.
3.1.3.5. Assigns

Terms for Professional Services Single Project 09.01.2015 4


All of the terms and conditions of this Contract are binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors, transferees, and assigns.
3.1.4. Contract Governance
3.1.4.1. Governing Law and Jurisdiction
This Contract will be governed in accordance with the laws of the State of Illinois, without regard to
choice of law principles. The Contractor hereby irrevocably submits, and will cause its
Subcontractors to submit, to the original jurisdiction of those State or Federal courts located within
the County of Cook, State of Illinois, with regard to any controversy arising out of, relating to, or in
any way concerning the execution or performance of this Contract and irrevocably agrees to be
bound by any final judgment rendered thereby from which no appeal has been taken or is available.
The Contractor irrevocably waives any objection (including without limitation any objection of the
laying of venue or based on the grounds of forum non conveniens) which it may now or hereafter
have to the bringing of any action or proceeding with respect to this Contract in the jurisdiction set
forth above.
3.1.4.2. Consent to Service of Process
The Contractor agrees that service of process on the Contractor may be made, at the option of the
City, either by registered or certified mail addressed to the applicable office as provided for in this
Contract, by registered or certified mail addressed to the office actually maintained by the
Contractor, or by personal delivery on any officer, director, or managing or general agent of the
Contractor. The Contractor designates and appoints the representative identified on the signature
page hereto under the heading "Designation of Agent for Service Process", as its agent in Chicago,
Illinois, to receive on its behalf service of all process (which representative will be available to
receive such service at all times), such service being hereby acknowledged by such representative to
be effective and binding service in every respect. Said agent may be changed only upon the giving
of written notice by the Contractor to the City of the name and address of a new Agent for Service
of Process who works within the geographical boundaries of the City of Chicago. Nothing herein will
affect the right to serve process in any other manner permitted by law or will limit the right of the
City to bring proceedings against the Contractor in the courts of any other jurisdiction.
3.1.4.3. Cooperation by Parties and between Contractors
The Parties hereby agree to act in good faith and cooperate with each other in the performance of
this Contract. The Contractor further agrees to implement such measures as may be necessary to
ensure that its staff and its Subcontractors will be bound by the provisions of this Contract. The City
will be expressly identified as a third party beneficiary in the subcontracts and granted a direct right
of enforcement thereunder.
Unless otherwise provided in Detailed Specifications, if separate contracts are let for work within or
adjacent to the project site as may be further detailed in the Contract Documents, each Contractor
must perform its Services so as not to interfere with or hinder the progress of completion of the
work being performed by other contractors.
Each Contractor involved shall assume all liability, financial or otherwise, in connection with its
contract, and shall protect and hold harmless the City from any and all damages or claims that may
arise because of inconvenience, delay, or loss experienced by the Contractor because of the
presence and operations of other contractors working within the limits of its work or Services. Each
Contractor shall assume all responsibility for all work not completed or accepted because of the
presence and operations of other contractors.
The Contractor must as far as possible, arrange its work and space and dispose of the materials
being used, so as not to interfere with the operations of the other contractors within or adjacent to
the limits of the project site.
3.1.4.4. No Third Party Beneficiaries

Terms for Professional Services Single Project 09.01.2015 5


The parties agree that this Contract is solely for the benefit of the parties and nothing herein is
intended to create any third party beneficiary rights for subcontractors or other third parties.
3.1.4.5. Independent Contractor
This Contract is not intended to and does not constitute, create, give rise to, or otherwise recognize
a joint venture, partnership, corporation or other formal business association or organization of any
kind between Contractor and the City. The rights and the obligations of the parties are only those
set forth in this Contract. Contractor must perform under this Contract as an independent
contractor and not as a representative, employee, agent, or partner of the City.
This Contract is between the City and an independent contractor and, if Contractor is an individual,
nothing provided for under this Contract constitutes or implies an employer-employee relationship
such that:
The City will not be liable under or by reason of this Contract for the payment of any workers'
compensation award or damages in connection with the Contractor performing the Services
required under this Contract.
Contractor is not entitled to membership in any City Pension Fund, Group Medical Insurance
Program, Group Dental Program, Group Vision Care, Group Life Insurance Program, Deferred
Income Program, vacation, sick leave, extended sick leave, or any other benefits ordinarily provided
to individuals employed and paid through the regular payrolls of the City.
The City is not required to deduct or withhold any taxes, FICA or other deductions from any
compensation provided to Contractor.
3.1.4.6. Authority
Execution of this Contract by the Contractor is authorized and signature(s) of each person signing on
behalf of the Contractor have been made with complete and full authority to commit the Contractor
to all terms and conditions of this Contract, including each and every representation, certification,
and warranty contained herein, attached hereto and collectively incorporated by reference herein,
or as may be required by the terms and conditions hereof. If other than a sole proprietorship,
Contractor must provide satisfactory evidence that the execution of the Contract is authorized in
accordance with the business entity(s rules and procedures.
3.1.4.7. Joint and Several Liability
In the event that Contractor, or its successors or assigns, if any, is comprised of more than one
individual or other legal entity (or a combination thereof), then and in that event, each and every
obligation or undertaking herein stated to be fulfilled or performed by Contractor will be the joint
and several obligation or undertaking of each such individual or other legal entity.
3.1.4.8. Notices
All communications and notices to the City from the Contractor must be faxed, delivered personally,
electronically mailed or mailed first class, postage prepaid, to the Commissioner of the using
Department that appears on the applicable Purchase Order, with a copy to the Chief Procurement
Officer, Room 806, City Hall, 121 N. LaSalle Street, Chicago, Illinois 60602.
A copy of any communications or notices to the City relating to Contract interpretation, a dispute,
or indemnification obligations shall also be sent by the same means set forth above to the
Department of Law, Room 600, City Hall, 121 N LaSalle Street, Chicago, Illinois 60602.
All communications and notices from the City to the Contractor, unless otherwise provided for, will
be faxed, delivered personally, electronically mailed or mailed first class, postage prepaid, to the
Contractor care of the name and to the address listed on the Bid Documents proposal page. If this
contract was awarded through a process that does not use bid or proposal documents, notices to
contractor will be sent to an address specified in the Contract.
3.1.4.9. Amendments

Terms for Professional Services Single Project 09.01.2015 6


Following Contract award, no change, amendment, or modification of the Contract Documents or
any part thereof, is valid unless stipulated in writing and signed by the Contractor, Mayor, CPO, and
Comptroller, unless specifically allowed for by the Contract Documents.
3.1.4.10. No Waiver of Legal Rights
Neither the acceptance by the City, or any representative of the City, nor any payment for or
acceptance of the whole or any part of the deliverables, nor any extension of time, nor any
possession taken by the City, shall operate as a waiver by the City of any portion of the Contract, or
of any power herein reserved or any right of the City to damages herein provided.
A waiver of any breach of the Contract shall not be held to be a waiver of any other or subsequent
breach. Whenever under this Contract the City by a proper authority waives the Contractor's
performance in any respect or waives a requirement or condition to either the City's or the
Contractor's performance, the waiver so granted, whether express or implied, shall only apply to
the particular instance and will not be deemed a waiver forever or for subsequent instance of the
performance, requirement, or condition. No such waiver shall be construed as a modification of this
Contract regardless of the number of time the City may have waived the performance, requirement,
or condition.
3.1.4.11. Non-appropriation of Funds
Pursuant to 65 ILCS 5/8-1-7, any contract for the expenditure of funds made by a municipality
without the proper appropriation is null and void.
If no funds or insufficient funds are appropriated and budgeted in any fiscal period of the City for
payments to be made under this Contract, then the City will notify the Contractor of that
occurrence and this Contract shall terminate on the earlier of the last day of the fiscal period for
which sufficient appropriation was made or whenever the funds appropriated for payment under
this Contract are exhausted.
No payments will be made to the Contractor under this Contract beyond those amounts
appropriated and budgeted by the City to fund payments under this Contract.
3.1.4.12. Participation By Other Government Agencies
Other Local Government Agencies (defined below) may be eligible to participate in this Contract if
(a) such agencies are authorized, by law or their governing bodies, to execute such purchases, (b)
such authorization is consented to by the City of Chicago's CPO, and (c) such purchases have no net
adverse effect on the City of Chicago and result in no diminished services from the Contractor to the
City's Departments.
Examples of such Local Government Agencies are: the Chicago Board of Education, Chicago Park
District, City Colleges of Chicago, Chicago Transit Authority, Chicago Housing Authority, Chicago
Board of Elections, Metropolitan Pier and Exposition Authority (McCormick Place, Navy Pier), and
the Municipal Courts.
Said purchases will be made upon the issuance of a purchase order directly from the Local
Government Agency. The City will not be responsible for payment of any amounts owed by any
other Local Government Agencies, and will have no liability for the acts or omissions of any other
Local Government Agency.
3.1.5. Confidentiality
All deliverables and reports, data, findings or information in any form prepared, assembled or
encountered by or provided by Contractor under this Contract are property of the City and are
confidential, except as specifically authorized in this Contract or as may be required by law. Contractor
must not allow the Deliverables to be made available to any other individual or organization without the
prior written consent of the City. Further, all documents and other information provided to Contractor
by the City are confidential and must not be made available to any other individual or organization
without the prior written consent of the City. Contractor must implement such measures as may be

Terms for Professional Services Single Project 09.01.2015 7


necessary to ensure that its staff and its Subcontractors are bound by the confidentiality provisions
contained in this Contract.
Contractor must not issue any publicity news releases or grant press interviews, and except as may be
required by law during or after the performance of this Contract, disseminate any information regarding
its Services or the project to which the Services pertain without the prior written consent of the
Commissioner.
If Contractor is presented with a request for documents by any administrative agency or with a
subpoena duces tecum regarding any records, data or documents which may be in Contractor's
possession by reason of this Contract, Contractor must immediately give notice to the Commissioner,
CPO and the Corporation Counsel for the City with the understanding that the City will have the
opportunity to contest such process by any means available to it before the records or documents are
submitted to a court or other third party. Contractor, however, is not obligated to withhold the delivery
beyond the time ordered by the court or administrative agency, unless the subpoena or request is
quashed or the time to produce is otherwise extended.
3.1.6. Indemnity
Contractor must defend, indemnify, keep and hold harmless the City, its officers, representatives,
elected and appointed officials, agents and employees (collectively, the "Indemnified Parties,") from and
against any and all Losses (as defined below), in consequence of the granting of this Contract or arising
out of or being in any way connected with the Contractor's performance under this Contract, except as
otherwise provided in 740 ILCS 35 "Construction Contract Indemnification for Negligence Act" if it
applies, including those related to: injury, death or damage of or to any person or property; any
infringement or violation of any property right (including any patent, trademark or copyright); failure to
pay or perform or cause to be paid or performed Contractors covenants and obligations as and when
required under this Contract or otherwise to pay or perform its obligations to any subcontractor; the
City's exercise of its rights and remedies under this Contract; and injuries to or death of any employee of
Contractor or any subcontractor under any workers compensation statute. When 740 ILCS 35 applies,
indemnification provided by the Contractor to the Indemnified Parties will be to the maximum extent
permitted under applicable law.
"Losses" means, individually and collectively, liabilities of every kind, including monetary damages and
reasonable costs, payments and expenses (such as, but not limited to, court costs and reasonable
attorneys' fees and disbursements), claims, demands, actions, suits, proceedings, fines, judgments or
settlements, any or all of which in any way arise out of or relate to the negligent or otherwise wrongful
errors, acts, or omissions of Contractor, its employees, agents and subcontractors.
The Contractor will promptly provide, or cause to be provided, to the Commissioner and the Corporation
Counsel copies of such notices as Contractor may receive of any claims, actions, or suits as may be given
or filed in connection with the Contractor's performance or the performance of any Subcontractor and
for which the Indemnified Parties are entitled to indemnification hereunder.
At the City Corporation Counsel's option, Contractor must defend all suits brought upon all such Losses
and must pay all costs and expenses incidental to them, but the City has the right, at its option, to
participate, at its own cost, in the defense of any suit, without relieving Contractor of any of its
obligations under this Contract. Any settlement must be made only with the prior written consent of the
City Corporation Counsel, if the settlement requires any action on the part of the City.
The Contractor shall be solely responsible for the defense of any and all claims, demands, or suits
against the Indemnified Parties, including without limitation, claims by an employee, subcontractors,
agents, or servants of Contractor even though the claimant may allege that the Indemnified Parties were
in charge of the work or service performed under the Contract, that it involves equipment owned or
furnished by the Indemnified Parties, or allege negligence on the part of the Indemnified Parties. The
City will have the right to require Contractor to provide the City with a separate defense of any such suit.

Terms for Professional Services Single Project 09.01.2015 8


To the extent permissible by law, Contractor waives any limits to the amount of its obligations to
indemnify, defend or contribute to any sums due to third parties arising out of any Losses, including but
not limited to any limitations on Contractor's liability with respect to a claim by any employee of
Contractor arising under the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law
or judicial decision (such as, Kotecki v. Cyclops Welding Corporation, 146 III. 2d 155 (1991)). The City,
however, does not waive any limitations it may have on its liability under the Illinois Workers
Compensation Act, the Illinois Pension Code or any other statute.
The indemnities in this section survive expiration or termination of this Contract for matters occurring or
arising during the term of this Contract or as the result of or during the Contractor's performance of
work or services beyond the term. Contractor acknowledges that the requirements set forth in this
section to indemnify, keep and save harmless and defend the City are apart from and not limited by the
Contractor's duties under this Contract, including the insurance requirements set forth in the Contract.
3.1.7. Non-Liability of Public Officials
Contractor and any assignee or Subcontractor of Contractor must not charge any official, employee or
agent of the City personally with any liability or expenses of defense or hold any official, employee or
agent of the City personally liable to them under any term or provision of this Contract or because of the
City's execution, attempted execution or any breach of this Contract.
3.1.8. Contract Extension Option
The City may extend this Contract once following the expiration of the contract term for up to 181
Calendar Days or until such time as a new contract has been awarded for the purpose of providing
continuity of services and/or supply while procuring a replacement contract subject to acceptable
performance by the Contractor and contingent upon the appropriation of sufficient funds. The CPO will
give the Contractor notice of the Citys intent to exercise its option to renew the Contract for the
approaching option period.
3.2. Compensation Provisions
3.2.1. Ordering, Invoices, and Payment
3.2.1.1. Purchase Orders
Requests for work, services or goods in the form of a Purchase Order will be issued by the
Department and sent to the Contractor to be applied against the Contract. The Contactor must not
honor any order(s), perform work or services or make any deliveries of goods without receipt of a
Purchase Order issued by the City of Chicago. Any work, services, or goods provided by the
Contractor without a Purchase Order is made at the Contractor's risk. Consequently, in the event
such Purchase Order is not provided by the City, the Contractor releases the City from any liability
whatsoever to pay for any work, services, or goods provided without said Purchase Order.
Purchase Orders will indicate quantities ordered for each line item, unit/total cost, shipping address,
delivery date, fund chargeable information, catalog information (if applicable), and other pertinent
instructions regarding performance or delivery.
3.2.1.2. Invoices
If required by the Scope of Work / Detailed Specifications, original invoices must be sent by the
Contractor to the Department to apply against the Contract. Invoices must be submitted in
accordance with the mutually agreed upon time period with the Department. All invoices must be
signed, dated and reference the City's Purchase Order number and Contract number. A signed work
ticket, time sheets, manufacturer's invoice, if applicable, or any documentation requested by the
Commissioner must accompany each invoice. If a Contractor has more than one contract with the
City, separate invoices must be prepared for each contract in lieu of combining items from different
contracts under the same invoice. Invoice quantities, description of work, services or goods, unit of
measure, pricing and/or catalog information must correspond to the items on the accepted Price
List or Proposal Pages or of the Bid Documents. If invoicing Price List/Catalog items, indicate Price
List/Catalog number, item number, Price List/Catalog date and Price List/Catalog page number on
the invoice.

Terms for Professional Services Single Project 09.01.2015 9


3.2.1.3. Payment
The City will process payment within sixty (60) calendar days after receipt of invoices and all
supporting documentation necessary for the City to verify the satisfactory delivery of work, services
or goods to be provided under this Contract.
Contractor may be paid, at the City's option, by electronic payment method. If the City elects to
make payment through this method, it will so notify the Contractor, and Contractor agrees to
cooperate to facilitate such payments by executing the City's electronic funds transfer form,
available for download from the City's website at:
http://www.cityofchicago.org/content/dam/city/depts/fin/supp_info/DirectDepositCityVendor.pdf.
The City reserves the right to offset mistaken or wrong payments against future payments.
The City will not be obligated to pay for any work, services or goods that were not ordered with a
Purchase Order or that are non-compliant with the terms and conditions of the Contract
Documents. Any goods, work, or services which fail tests and/or inspections are subject to
correction, exchange or replacement at the cost of the Contractor.
3.2.1.4. Electronic Ordering and Invoices
The Contractor will cooperate in good faith with the City in implementing electronic ordering and
invoicing, including but not limited to price lists/catalogs, purchase orders, releases and invoices.
The electronic ordering and invoice documents will be in a format specified by the City and
transmitted by an electronic means specified by the City. Such electronic means may include, but
are not limited to, disks, e-mail, EDI, FTP, web sites, and third party electronic services. The CPO
reserves the right to change the document format and/or the means of transmission upon written
notice to the Contractor. Contractor will ensure that the essential information, as determined by
the CPO, in the electronic document, corresponds to that information submitted by the Contractor
in its paper documents. The electronic documents will be in addition to paper documents required
by this Contract, however, by written notice to the Contractor, the CPO may deem any or all of the
electronic ordering and invoice documents the official documents and/or eliminate the requirement
for paper ordering and invoice documents.
3.2.1.5. City Right to Offset
The City may offset against any invoice from Contractor any costs incurred by the City as a result of
event of default by Contractor under this Contract or otherwise resulting from Contractor's
performance or non-performance under this Contract, including but not limited to any credits due
as a result of over-billing by Contractor or overpayments made by the City. If the amount offset is
insufficient to cover those costs, Contractor is liable for and must promptly remit to the City the
balance upon written demand for it. This right to offset is in addition to and not a limitation of any
other remedies available to the City.
3.2.1.6. Records
Upon request the Contractor must furnish to the City such information related to the progress,
execution, and cost of the Services. All books and accounts in connection with this Contract must
be open to inspection by authorized representatives of the City. The Contractor must make these
records available at reasonable times during the performance of the Services and will retain them in
a safe place and must retain them for a period that is the longer of five (5) years or as required by
relevant retention schedules after the expiration or termination of the Contract.
3.2.1.7. Audits
3.2.1.7.1. Citys Right to Conduct Audits
The City may, in its sole discretion, audit the records of Contractor or its Subcontractors, or
both, at any time during the term of this Contract or within five years after the Contract ends,
in connection with the goods, work, or services provided under this Contract. Each calendar
year or partial calendar year may be deemed an "audited period".
3.2.1.7.2. Recovery for Over-Billing

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If, as a result of such an audit, it is determined that Contractor or any of its Subcontractors has
overcharged the City in the audited period, the City will notify Contractor. Contractor must
then promptly reimburse the City for any amounts the City has paid Contractor due to the
overcharges and, depending on the facts, also some or all of the cost of the audit, as follows:
If the audit has revealed overcharges to the City representing less than 5% of the total value,
based on the contract prices, of the goods, work, or services provided in the audited period,
then the Contractor must reimburse the City for 50% of the cost of the audit and 50% of the
cost of each subsequent audit that the City conducts;
If, however, the audit has revealed overcharges to the City representing 5% or more of the total
value, based on the contract prices, of the goods, work, or services provided in the audited
period, then Contractor must reimburse the City for the full cost of the audit and of each
subsequent audit.
Failure of Contractor to reimburse the City in accordance with the foregoing is an event of
default under this Contract, and Contractor will be liable for all of the City's costs of collection,
including any court costs and attorneys fees.
3.2.2. Subcontractor Payment Reports
The Contractor must report payments to Subcontractors on a monthly basis in the form of an electronic
report. Upon the first payment issued by the City to the Contractor for services performed, on the first
day of each month and every month thereafter, email and/or fax notifications will be sent to the
Contractor with instructions to report payments to Subcontractors that have been made in the prior
month. This information must be entered into the Certification and Compliance Monitoring System (C2),
or whatever reporting system is currently in place, on or before the fifteenth (15th) day of each month.
Once the Contractor has reported payments made to each Subcontractor, including zero dollar amount
payments, the Subcontractor will receive an email and/or fax notification requesting that they log into
the system and confirm payments received.
All monthly confirmations must be reported on or before the twentieth (20th) day of each month.
Contractor and Subcontractor reporting to the C2 system must be completed by the 25th of each month
or payments may be withheld.
All contracts between the Contractor and its Subcontractors must contain language requiring the
Subcontractors to respond to email and/or fax notifications from the City requiring them to report
payments received from the Contractor.
Access to the Certification and Compliance Monitoring System (C2), which is a web-based reporting
system, can be found at: https://chicago.mwdbe.com
(Note: This site works for reporting all Subcontractor payments regardless of whether they are
MBE/WBE/DBE or non-certified entities.)
If a Subcontractor has satisfactorily performed in accordance with the requirements of the Contract,
Contractor must pay Subcontractor for such work, services, or materials within seven (7) calendar days
of Contractor receiving payment from the City. Failure to comply with the foregoing will be deemed an
event of default.
3.2.3. Prompt Payment to Subcontractors
3.2.3.1. Incorporation of Prompt Payment Language in Subcontracts
Contractor must state the requirements of these Prompt Payment provisions in all Subcontracts and
purchase orders. If Contractor fails to incorporate these provisions in all Subcontracts and purchase
orders, the provisions of this Section are deemed to be incorporated in all Subcontracts and
purchase orders. Contractor and the Subcontractors have a continuing obligation to make prompt
payment to their respective Subcontractors. Compliance with this obligation is a condition of
Contractors participation and that of its Subcontractors on this Contract.

Terms for Professional Services Single Project 09.01.2015 11


3.2.3.2. Payment to Subcontractors Within Seven Days
The Contractor must make payment to its Subcontractors within 7 days of receipt of payment from
the City for each invoice, but only if the Subcontractor has satisfactorily provided goods or services
or completed its work or services in accordance with the Contract Documents and provided the
Contractor with all of the documents and information required of the Contractor. The Contractor
may delay or postpone payment for a to a Subcontractor when the Subcontractors work or
materials do not comply with the requirements of the Contract Documents, the Contractor is acting
in good faith, and not in retaliation for a Subcontractor exercising legal or contractual rights.
3.2.3.2.1. Reporting Failures to Promptly Pay
The City posts payments to prime contractors on the web at
http://webapps.cityofchicago.org/VCSearchWeb/org/cityofchicago/vcsearch/controller/payme
nts/begin.do?agencyId=city.
If the Contractor, without reasonable cause, fails to make any payment to its Subcontractors
and material suppliers within 7 days after receipt of payment under a City contract, the
Contractor shall pay to its Subcontractors and material suppliers, in addition to the payment
due them, interest in the amount of 2% per month, calculated from the expiration of the 7-day
period until fully paid.
In the event that a Contractor fails to make payment to a Subcontractor within the 7-day period
required above, the Subcontractor may notify the City by submitting a report form that may be
downloaded from the DPS website at:
http://www.cityofchicago.org/content/dam/city/depts/dps/ContractAdministration/StandardF
ormsAgreements/Failure_to_Promtly_Pay_Fillable_Form_3_2013.pdf
The report will require the Subcontractor to affirm that (a) its invoice to the Contractor was
included in the payment request submitted by the contractor to the City and (b) Subcontractor
has not, at the time of the report, received payment from the contractor for that invoice. The
report must reference the payment (voucher) number posted on-line by the City in the notice
of the payment to the contractor.
Subcontractors are hereby reminded that per Chapters 1-21, False Statements, and 1-22,
False Claims, of the Municipal Code of Chicago, making false statements or claims to the City
are violations of law and subject to a range of penalties including fines and debarment.
3.2.3.2.2. Whistleblower Protection
Contractor shall not take any retaliatory action against any Subcontractor for reporting non-
payment pursuant to this Sub-Section 3.2.3.2.2. Any such retaliatory action is an event of
default under this Contract and is subject to the remedies set forth in Section 3.5 hereof,
including termination. In addition to those remedies, any retaliatory action by a contractor may
result in a contractor being deemed non-responsible for future City contracts or, if, in the sole
judgment of the Chief Procurement Officer, such retaliatory action is egregious, the Chief
Procurement Officer may initiate debarment proceedings against the contractor. Any such
debarment shall be for a period of not less than one year.
3.2.3.3. Liquidated Damages for Failure to Promptly Pay
Much of the Citys economic vitality derives from the success of its small businesses. The failure by
contractors to pay their subcontractors in a timely manner, therefore, is clearly detrimental to the
City. Inasmuch as the actual damages to the City due to such failure are uncertain in amount and
difficult to prove, Contractor and City agree that the Chief Procurement Officer may assess
liquidated damages against contractors who fail to meet their prompt payment requirements. Such
liquidated damages shall be assessed to compensate the City for any and all damage incurred due to
the failure of the Contractor to promptly pay its subcontractors, and does not constitute a penalty.
Any and all such liquidated damages collected by the City shall be used to improve the
administration and outreach efforts of the Citys Small Business Program.

Terms for Professional Services Single Project 09.01.2015 12


3.2.3.4. Action by the City
Upon receipt of a report of a failure to pay, the City will issue notice to the contractor, and provide
the contractor with an opportunity to demonstrate reasonable cause for failing to make payment
within applicable period set forth in the Contract. The Chief Procurement Officer, in his or her sole
judgment, shall determine whether any cause for nonpayment provided by a contractor is
reasonable. In the event that the contractor fails to demonstrate reasonable cause for failure to
make payment, the City shall notify the contractor that it will assess liquidated damages. Any such
liquidated damages will be assessed according to the following schedule:
First Unexcused Report: $50
Second Unexcused Report: $100
Third Unexcused Report: $250
Fourth Unexcused Report: $500
3.2.3.5. Direct Payment to Subcontractors By City
The CPO may notify the Contractor that payments to the Contractor will be suspended if the CPO
has determined that the Contractor has failed to pay any Subcontractor, employee, or workman, for
work performed. If Contractor has not cured a failure to pay a Subcontractor, employee or
workman within 10 days after receipt of such notice, the CPO may request the Comptroller to apply
any money due, or that may become due, to Contractor under the Contract to the payment of such
Subcontractors, workmen, and employees and the effect will be the same, for purposes of payment
to Contractor of the Contract Price, as if the City had paid Contractor directly.
Further, if such action is otherwise in the Citys best interests, the CPO may (but is not obligated to)
request that the Comptroller make direct payments to Subcontractors for monies earned on
contracts and the effect will be the same, for purposes of payment to Contractor of the Contract
Price, as if the City had paid Contractor directly. The Citys election to exercise or not to exercise its
rights under this paragraph shall not in any way affect the liability of the Contractor or its sureties to
the City or to any such Subcontractor, workman, or employee upon any bond given in connection
with such Contract.
3.2.4. General Price Reduction Automatic Eligibility for General Price Reductions
If at any time after the Bid Opening Date the Contractor makes a general reduction in the price of any
goods, services or work covered by the Contract to its customers generally, an equivalent price
reduction based on similar quantities and/or considerations shall apply to the Contract for the duration
of the contract period (or until the price is further reduced). Such price reduction will be effective at the
same time and in the same manner as the reduction in the price to customers generally.
For purpose of this provision, a general price reduction will mean any reduction in the price of an article
or service offered (1) to Contractors customers generally, or (2) in the Contractor's price schedule for
the class of customers, i.e., wholesalers, jobbers, retailers, etc., which was used as the basis for bidding
on this Contract. An occasional sale at a lower price, or sale of distressed merchandise at a lower price,
would not be considered a general price reduction under this provision.
The Contractor must invoice at such reduced prices indicating on the invoice that the reduction is
pursuant to the General Price Reduction provision of the Contract. The Contractor, in addition, must
within 10 calendar days of any general price reduction notify the CPO of such reduction by letter.
Failure to do so will be an event of default. Upon receipt of any such notice of a general price reduction
all participating Departments will be duly notified by the CPO.
Failure to notify the CPO of a General Price Reduction is an event of default, and the Citys remedies
shall include a rebate to the City of any overpayments.
3.3. Compliance With All Laws
3.3.1. General

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Contractor must observe and comply with all applicable federal, state, county and municipal laws,
statutes, regulations, codes, ordinances and executive orders, in effect now or later and as amended
whether or not they appear in the Contract Documents.
Provisions required by law, ordinances, rules, regulations, or executive orders to be inserted in the
Contract are deemed inserted in the Contract whether or not they appear in the Contract.
Contractor must pay all taxes and obtain all licenses, certificates, and other authorizations required in
connection with the performance of its obligations hereunder, and Contractor must require all
Subcontractors to also do so. Failure to do so is an event of default and may result in the termination of
this Contract.
3.3.2. Certification of Compliance with Laws
By entering into this Contract with the City, Contractor certifies to the best of its knowledge and belief
that it, its principals and any subcontractors used in the performance of this contract, meet City
requirements and have not violated any City or sister agency policy, codes, state, federal, or local laws,
rules or regulations and have not been subject to any debarment, suspension or other disciplinary action
by any government agency. Additionally, if at any time the contractor becomes aware of such
information, it must immediately disclose it to the City.
3.3.3. Federal Affirmative Action
It is an unlawful employment practice for the Contractor (1) to fail or refuse to hire or to discharge any
individual, or otherwise to discriminate against any individual with respect to his compensation, or the
terms, conditions, or privileges of his employment, because of such individuals race, color, religion, sex,
age, handicap or national origin; or (2) to limit, segregate, or classify his employees or applicants for
employment in any way which would deprive or tend to deprive any individual of employment
opportunities or otherwise adversely affect his status as an employee, because of such individuals race,
color, religion, sex, age, handicap or national origin.
Contractor must comply with The Civil Rights Act of 1964, 42 U.S.C. sec. 2000 et seq. (1988), as
amended. Attention is called to: Exec. Order No. 11,246,30 Fed. Reg. 12,319 (1965), reprinted in 42
U.S.C. 2000(e) note, as amended by Exec. Order No. 11,375,32 Fed. Reg. 14,303 (1967) and by Exec.
Order No. 12,086,43 Fed. Reg. 46,501 (1978); Age Discrimination Act, 42 U.S.C. sec. 61 01-61 06 (1988);
Rehabilitation Act of 1973, 29 U.S.C. sec. 793-794 (1988); Americans with Disabilities Act, 42 U.S.C. sec.
12102 et seq.; and 41 C.F.R. Part 60 et seq. (1990); and all other applicable federal laws, rules,
regulations and executive orders.
3.3.4. Civil Rights Act of 1964, Title VI, Compliance With Nondiscrimination Requirements
During the performance of this contract, the contractor, for itself, its assignees, and successors in
interest (hereinafter referred to as the "contractor") agrees as follows:
3.3.4.1. Compliance with Federal Nondiscrimination Requirements
The contractor will comply with federal nondiscrimination laws, regulations, and authorities, as they
may be amended from time to time ("Acts and Regulations"), which include:
Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin);
49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of
TransportationEffectuation of Title VI of The Civil Rights Act of 1964);
Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR part 27;
The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits
discrimination on the basis of age);

Terms for Professional Services Single Project 09.01.2015 14


The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
programs or activities to include all of the programs or activities of the Federal-aid
recipients, sub-recipients and contractors, whether such programs or activities are
Federally funded or not);
Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination
on the basis of disability in the operation of public entities, public and private
transportation systems, places of public accommodation, and certain testing entities (42
U.S.C. 12131 12189) as implemented by Department of Transportation regulations at
49 CFR parts 37 and 38;
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures non-discrimination against
minority populations by discouraging programs, policies, and activities with
disproportionately high and adverse human health or environmental effects on minority
and low-income populations;
Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination under Title VI
includes discrimination because of limited English proficiency (LEP). (70 Fed. Reg. at 74087
to 74100);
Title IX of the Education Amendments of 1972, as amended, prohibits discrimination
because of sex in education programs or activities (20 U.S.C. 1681 et seq);
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has
been acquired because of Federal or Federal-aid programs and projects);
Airport and Airway Improvement Act of 1982, (49 USC 471, Section 47123), as amended,
(prohibits discrimination based on race, religion, color, national origin, or sex in any activity
carried out with a grant from the FAA).
3.3.4.2. Non-discrimination
The contractor, with regard to the work performed by it during the contract, will not discriminate
on the grounds of race, color, or national origin in the selection and retention of subcontractors,
including procurements of materials and leases of equipment. The contractor will not participate
directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including
employment practices when the contract covers any activity, project, or program set forth in
Appendix B of 49 CFR part 21 (Nondiscrimination in Federally-Assisted Programs of the US
Department of Transportation).
3.3.4.3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment
In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to
be performed under a subcontract, including procurements of materials, or leases of equipment,
each potential subcontractor or supplier will be notified by the contractor of the contractors
obligations under this contract and the Acts and the Regulations relative to Non-discrimination on
the grounds of race, color, or national origin.
3.3.4.4. Information and Reports
The contractor will provide all information and reports required by the Acts, the Regulations, and
directives issued pursuant thereto and will permit access to its books, records, accounts, other
sources of information, and its facilities as may be determined by the City or applicable federal
agency (e.g. Federal Aviation Administration, Federal Highway Administration, Federal Transit
Authority, Transportation Security Administration, Department of Housing and Urban Development,

Terms for Professional Services Single Project 09.01.2015 15


etc.) providing funding to the City department(s) on this contract to be pertinent to ascertain
compliance with such Acts, Regulations, and instructions. Where any information required of a
contractor is in the exclusive possession of another who fails or refuses to furnish the information,
the contractor will so certify to the sponsor or the federal agency, as appropriate, and will set forth
what efforts it has made to obtain the information.
3.3.4.5. Sanctions for Noncompliance
In the event of a contractors noncompliance with the Non-discrimination provisions of this
contract, the City will impose such contract sanctions as it or the relevant federal funding agency
may determine to be appropriate, including, but not limited to:
A. Withholding payments to the contractor under the contract until the contractor complies;
and/or
B. Cancelling, terminating, or suspending a contract, in whole or in part.
3.3.4.6. Incorporation of Provisions
The contractor will include the provisions of above paragraphs 3.3.4.1, "Compliance With
Regulations" through 3.3.4.6 "Incorporation of Provisions" in every subcontract, including
procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and
directives issued pursuant thereto. The contractor will take action with respect to any subcontract
or procurement as the sponsor or the applicable federal agency may direct as a means of enforcing
such provisions including sanctions for noncompliance. Provided, that if the contractor becomes
involved in, or is threatened with litigation by a subcontractor, or supplier because of such
direction, the contractor may request the sponsor to enter into any litigation to protect the
interests of the sponsor. In addition, the contractor may request the United States to enter into the
litigation to protect the interests of the United States.
3.3.5. Other Non-Discrimination Requirements
3.3.5.1. Illinois Human Rights Act
3.3.5.1.1. Generally
Contractor must comply with the Illinois Human Rights Act, 775 ILCS 5/1-1 01 et seq., as
amended and any rules and regulations promulgated in accordance therewith, including, but
not limited to the Equal Employment Opportunity Clause, 44 III. Admin. Code 750 Appendix A.
Contractor must comply with the Public Works Employment Discrimination Act, 775 ILCS
10/0.01 et seq., as amended; and all other applicable state laws, rules, regulations and
executive orders.
3.3.5.1.2. State of Illinois Equal Employment Opportunity Clause
In the event of the Contractor's non-compliance with the provisions of this Equal Employment
Opportunity Clause or the Illinois Human Rights Act, the Contractor may be declared ineligible
for future contracts or subcontracts with the State of Illinois or any of its political subdivisions
or municipal corporations, and the contract may be cancelled or voided in whole or in part, and
other sanctions or penalties may be imposed or remedies invoked as provided by statute or
regulation. During the performance of this contract, the Contractor agrees as follows:
A) That Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, sexual orientation, marital status, order of protection
status, national origin or ancestry, citizenship status, age, physical or mental disability unrelated
to ability, military status or an unfavorable discharge from military service; and, further, that
he or she will examine all job classifications to determine if minority persons or women are
underutilized and will take appropriate affirmative action to rectify any underutilization.

Terms for Professional Services Single Project 09.01.2015 16


B) That, if Contractor hires additional employees in order to perform this contract or any
portion of this contract, Contractor will determine the availability (in accordance with 44 III.
Admin. Code Part 750) of minorities and women in the areas from which Contractor may
reasonably recruit and Contractor will hire for each job classification for which employees are
hired in a way that minorities and women are not underutilized.
C) That, in all solicitations or advertisements for employees placed Contractor or on
Contractor's behalf, Contractor will state that all applicants will be afforded equal opportunity
without discrimination because of race, color, religion, sex, sexual orientation, marital status,
order of protection status, national origin or ancestry, citizenship status, age, physical or mental
disability unrelated to ability, military status or an unfavorable discharge from military service.
D) That Contractor will send to each labor organization or representative of workers with
which Contractor has or is bound by a collective bargaining or other agreement or
understanding, a notice advising the labor organization or representative of the Contractor's
obligations under the Illinois Human Rights Act and 44 III. Admin. Code Part 750. If any labor
organization or representative fails or refuses to cooperate with the Contractor in Contractor's
efforts to comply with the Act and this Part, the Contractor will promptly notify the Illinois
Department of Human Rights and the City and will recruit employees from other sources when
necessary to fulfill its obligations under the contract.
E) That Contractor will submit reports as required by 44 III. Admin. Code Part 750, furnish
all relevant information as may from time to time be requested by the Illinois Department of
Human Rights or the City, and in all respects comply with the Illinois Human Rights Act and 44
III. Admin. Code Part 750.
F) That Contractor will permit access to all relevant books, records, accounts and work sites
by personnel of the City and the Illinois Department of Human Rights for purposes of
investigation to ascertain compliance with the Illinois Human Rights Act and the Illinois
Department of Human Rights's Rules and Regulations.
G) That Contractor will include verbatim or by reference the provisions of this clause in
every subcontract awarded under which any portion of the contract obligations are undertaken
or assumed, so that the provisions will be binding upon the subcontractor. In the same manner
as with other provisions of this contract, the Contractor will be liable for compliance with
applicable provisions of this clause by subcontractors; and further it will promptly notify the
City and the Illinois Department of Human Rights in the event any subcontractor fails or refuses
to comply with the provisions. In addition, the Contractor will not utilize any subcontractor
declared by the Illinois Human Rights Commission to be ineligible for contracts or subcontracts
with the State of Illinois or any of its political subdivisions or municipal corporations.
3.3.5.2. Chicago Human Rights Ordinance MCC Ch. 2-160
Contractor must comply with the Chicago Human Rights Ordinance, MCC Ch. 2-160, Sect. 2-160-010
et seq., as amended; and all other applicable municipal code provisions, rules, regulations and
executive orders.
Contractor must furnish or shall cause each of its Subcontractors to furnish such reports and
information as requested by the Chicago Commission on Human Relations.
3.3.5.3. Business Enterprises Owned by People With Disabilities (BEPD)
Pursuant to MCC 2-92-586, Contractor is strongly encouraged to subcontract with businesses
certified as business enterprises owned or operated by people with disabilities ("BEPD") as defined
in that section or MCC 2-92-337, and to use BEPD businesses as suppliers.
3.3.6. Wages

Terms for Professional Services Single Project 09.01.2015 17


Contractor must pay the highest of (1) prevailing wage/Davis-Bacon rate, if applicable; (2) minimum
wage specified by Mayoral Executive Order 2014-4; "Living Wage" rate specified by MCC Sect. 2-92-610;
(3) Chicago Minimum Wage rate specified by MCC Chapter 1-24, or (4) the highest applicable State or
Federal minimum wage.
3.3.6.1. Minimum Wage, Mayoral Executive Order 2014-1
Mayoral Executive Order 2014-1 provides for a fair and adequate Minimum Wage to be paid to
employees of City contractors and subcontractors performing work on City contracts.
If this contract was advertised on or after October 1, 2014, Contractor must comply with Mayoral
Executive Order 2014-1 and any applicable regulations issued by the CPO. The Minimum Wage to
be paid pursuant to the Order as of July 1, 2016 is $13.15 per hour. The Minimum Wage must be
paid to:
All employees regularly performing work on City property or at a City jobsite.
All employees whose regular work entails performing a service for the City under a City contract.
Beginning on July 1, 2015, and every July 1 thereafter, the hourly wage specified by the Executive
Order shall increase in proportion to the increase, if any, in the Consumer Price Index for All Urban
Consumers most recently published by the Bureau of Labor Statistics of the United States
Department of Labor. Any hourly wage increase shall be rounded up to the nearest multiple of
$0.05. Such increase shall remain in effect until any subsequent adjustment is made. On or before
June 1, 2015, and on or before every June 1 thereafter, the City shall make available to City
Concessionaires a bulletin announcing the adjusted minimum hourly wages for the upcoming year.
The Minimum Wage is not required to be paid to employees whose work is performed in general
support of contractors operations, does not directly relate to the services provided to the City under
the contract, and is included in the contract price as overhead, unless that employee's regularly
assigned work location is on City property or at a City jobsite. It is also not required to be paid by
employers that are 501(c)(3) not-for-profits.
Except as further described, the Minimum Wage is also not required to be paid to categories of
employees subject to subsection 4(a)(2), subsection 4(a)(3), subsection 4(d), subsection 4(e), or
Section 6 of the Illinois Minimum Wage Law, 820 ILCS 105/1 et seq., in force as of the date of this
Contract or as amended. Nevertheless, the Minimum Wage is required to be paid to those workers
described in subsections 4(a)(2)(A) and 4(a)(2)(B) of the Illinois Minimum Wage Law.
Additionally, the Minimum Wage is not required to be paid to employees subject to a collective
bargaining agreement that provides for different wages than those required by Mayoral Executive
Order 2014-1, if that collective bargaining agreement was in force prior to October 1, 2014 or if that
collective bargaining agreement clearly and specifically waives the requirements of the order.
If the payment a Base Wage pursuant to Municipal Code of Chicago Sect. 2-92-610 is required for
work or services done under this Contract, and the Minimum Wage is higher than the Base Wage,
then the Contractor must pay the Minimum Wage. Likewise, if the payment of a prevailing wage is
required and the prevailing wage is higher than the Minimum Wage, then the Contractor must pay
the prevailing wage.
Contractors are reminded that they must comply with Municipal Code Chapter 1-24 establishing a
minimum wage.
3.3.6.2. Living Wage Ordinance
MCC Sect. 2-92-610 provides for a living wage for certain categories of workers employed in the
performance of City contracts, specifically non-City employed security guards, parking attendants,
day laborers, home and health care workers, cashiers, elevator operators, custodial workers, and
clerical workers ("Covered Employees"). Accordingly, pursuant to MCC Sect. 2-92-610 and
regulations promulgated thereunder:

Terms for Professional Services Single Project 09.01.2015 18


if the Contractor has 25 or more full-time employees, and if at any time during the performance of
the contract the Contractor and/or any subcontractor or any other entity that provides any portion
of the Services (collectively "Performing Parties") uses 25 or more full-time security guards, or any
number of other full-time Covered Employees, then The Contractor's obligation to pay, and to
assure payment of, the Base Wage will begin at any time during the Contract term when the
conditions set forth in (1) and (2) above are met, and will continue thereafter until the end of the
Contract term.
As of July 1, 2016 the Base Wage is $12.15. The current rate can be found on the Department of
Procurement Services website.
Note: As of July 1, 2016, the wage specified by Mayoral Executive Order 2014-1 is higher than the
Base Wage rate. Therefore, the higher wage specified by the Executive Order (or other applicable
rule or law) must be paid.
Each July 1st the Base Wage will be adjusted, using the most recent federal poverty guidelines for a
family of four (4) as published annually by the U.S. Department of Health and Human Services, to
constitute the following: the poverty guidelines for a family of four (4) divided by 2000 hours or the
current base wage, whichever is higher. At all times during the term of this Contract, Contractor and
all other Performing Parties must pay the Base Wage (as adjusted in accordance with the above). If
the payment of prevailing wages is required for work or services done under this Contract, and the
prevailing wages for Covered Employees are higher than the Base Wage, then the Contractor must
pay the prevailing wage rates.
The Contractor must include provisions in all subcontracts requiring its Subcontractors to pay the
Base Wage to Covered Employees. The Contractor agrees to provide the City with documentation
acceptable to the CPO demonstrating that all Covered Employees, whether employed by the
Contractor or by a subcontractor, have been paid the Base Wage, upon the City's request for such
documentation. The City may independently audit the Contractor and/or subcontractors to verify
compliance herewith.
Failure to comply with the requirements of this Section will be an event of default under this
Contract, and further, failure to comply may result in ineligibility for any award of a City contract or
subcontract for up to three years.
Not-for-Profit Corporations: If the Contractor is a corporation having Federal tax-exempt status
under Section 501(c)(3) of the Internal Revenue Code and is recognized under Illinois not-for-profit
law, then the provisions above do not apply.
3.3.6.3. Equal Pay
The Contractor will comply with all applicable provisions of the Equal Pay Act of 1963, 29 U.S.C.
206(d) and the Illinois Equal Pay Act of 2003, 820 ILCS 112/1, et seq., as amended, and all applicable
related rules and regulations including but not limited to those set forth in 29 CFR Part 1620 and 56
Ill. Adm. Code Part 320.
3.3.7. Economic Disclosure Statement and Affidavit and Appendix A ("EDS")
Pursuant to MCC Ch. 2-154 and 65 ILCS 5/8-10-8.5 any person, business entity or agency submitting a
bid or proposal to or contracting with the City of Chicago will be required to complete the Disclosure of
Ownership Interests in the EDS. Failure to provide complete or accurate disclosure will render this
Contract voidable by the City.
Contractors must complete an online EDS prior to the Bid Opening Date. Contractors are responsible for
notifying the City and updating their EDS any time there is a change in circumstances that makes any
information provided or certification made in an EDS inaccurate, obsolete or misleading. Failure to so
notify the City and update the EDS is grounds for declaring the Contractor in default, terminating the
Contract for default, and declaring the Contractor ineligible for future contracts.

Terms for Professional Services Single Project 09.01.2015 19


Contractor makes certain representations and certifications that the City relies on in its decision to enter
into a contract. The Laws and requirements that are addressed in the EDS include the following:
3.3.7.1. Business Relationships With Elected Officials MCC Sect. 2-156-030(b)
Pursuant to MCC Sect. 2-156-030(b), it is illegal for any elected official, or any person acting at the
direction of such official, to contact either orally or in writing any other City official or employee
with respect to any matter involving any person with whom the elected official has any business
relationship that creates a financial interest on the part of the official, or the domestic partner or
spouse of the official, or from whom or which he has derived any income or compensation during
the preceding twelve months or from whom or which he reasonably expects to derive any income
or compensation in the following twelve months. In addition, no elected official may participate in
any discussion in any City Council committee hearing or in any City Council meeting or vote on any
matter involving the person with whom the elected official has any business relationship that
creates a financial interest on the part of the official, or the domestic partner or spouse of the
official, or from whom or which he has derived any income or compensation during the preceding
twelve months or from whom or which he reasonably expects to derive any income or
compensation in the following twelve months.
Violation of MCC Sect. 2-156-030 by any elected official with respect to this contract will be grounds
for termination of this contract. The term financial interest is defined as set forth in MCC Chapter 2-
156.
3.3.7.2. MCC 1-23 and 720 ILCS 5/33E Bribery, Debts, and Debarment Certification
The Contractor or each joint venture partner, if applicable, must complete the appropriate
subsections in the EDS which certify that the Contractor or each joint venture partner, its agents,
employees, officers and any subcontractors (a) have not been engaged in or been convicted of
bribery or attempted bribery of a public officer or employee of the City of Chicago, the State of
Illinois, any agency of the federal government or any state or local government in the United States
or engaged in or been convicted of bid-rigging or bid-rotation activities as defined in this section as
required by the Illinois Criminal Code; (b) do not owe any debts to the State of Illinois, in accordance
with 65 ILCS 5/11-42.1-1 and (c) are not presently debarred or suspended; Certification Regarding
Environmental Compliance; Certification Regarding Ethics and Inspector General; and Certification
Regarding Court-Ordered Child Support Compliance.
Contractor, in performing under this contract shall comply with MCC Sect. 2-92-320, as follows:
No person or business entity shall be awarded a contract or sub-contract if that person or business
entity: (a) has been convicted of bribery or attempting to bribe a public officer or employee of the
City of Chicago, the State of Illinois, or any agency of the federal government or of any state or local
government in the United States, in that officers or employee's official capacity; or (b) has been
convicted of agreement or collusion among bidders or prospective bidders in restraint of freedom
of competition by agreement to bid a fixed price, or otherwise; or (c) has made an admission of guilt
of such conduct described in (a) or (b) above which is a matter of record but has not been
prosecuted for such conduct.
For purposes of this section, where an official, agent or employee of a business entity has
committed any offense under this section on behalf of such an entity and pursuant to the direction
or authorization of a responsible official thereof, the business entity will be chargeable with the
conduct.
One business entity will be chargeable with the conduct of an affiliated agency. Ineligibility under
this section will continue for three (3) years following such conviction or admission. The period of
ineligibility may be reduced, suspended, or waived by the CPO under certain specific circumstances.
Reference is made to Section 2-92-320 for a definition of affiliated agency, and a detailed
description of the conditions which would permit the CPO to reduce, suspend, or waive the period
of ineligibility.

Terms for Professional Services Single Project 09.01.2015 20


3.3.7.3. Federal Terrorist (No-Business) List
Contractor warrants and represents that neither Contractor nor an Affiliate, as defined below,
appears on the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the
Entity List, or the Debarred List as maintained by the Office of Foreign Assets Control of the U.S.
Department of the Treasury or by the Bureau of Industry and Security of the U.S. Department of
Commerce or their successors, or on any other list of persons or entities with which the City may
not do business under any applicable law, rule, regulation, order or judgment.
"Affiliate" means a person or entity which directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with Contractor. A person or
entity will be deemed to be controlled by another person or entity if it is controlled in any manner
whatsoever that results in control in fact by that other person or entity, either acting individually or
acting jointly or in concert with others, whether directly or indirectly and whether through share
ownership, a trust, a contract or otherwise.
3.3.7.4. Governmental Ethics Ordinance 2-156
Contractor must comply with MCC Ch. 2-156, Governmental Ethics, including but not limited to MCC
Sect. 2-156-120 pursuant to which no payment, gratuity or offer of employment will be made in
connection with any City contract, by or on behalf of a subcontractor to the prime Contractor or
higher tier subcontractor or any person associated therewith, as an inducement for the award of a
subcontract or order. Any contract negotiated, entered into, or performed in violation of any of the
provisions of this Chapter will be voidable as to the City.
3.3.7.5. Lobbyists
Contractor must comply with Chapter 2-156 of the Municipal Code. Contractor acknowledges that
any Agreement entered into, negotiated or performed in violation of any of the provisions of
Chapter 2-156, including any contract entered into with any person who has retained or employed a
non-registered lobbyist in violation of Section 2-156-305 of the Municipal Code is voidable as to the
City.
3.3.8. Restrictions on Business Dealings
3.3.8.1. Conflicts of Interest
The Contractor covenants that it presently has no interest and will not acquire any interest, direct or
indirect, in any enterprise which would conflict in any manner or degree with the performance of
the work, services or goods to be provided hereunder. The Contractor further covenants that in its
performance of the Contract no person having any such interest shall be employed. If the City
determines that the Contractor does have such a conflict of interest, the City will notify the
Contractor in writing, stating the basis for its determination. The Contractor will thereafter have 30
days in which to respond with reasons why the Contractor believes a conflict of interest does not
exist. If the Contractor does not respond or if the City still reasonably determines a conflict of
interest to exist, the Contractor must terminate its interest in the other enterprise.
3.3.8.2. Prohibition on Certain Contributions, Mayoral Executive Order 2011-4
No Contractor or any person or entity who directly or indirectly has an ownership or beneficial
interest in Contractor of more than 7.5% ("Owners"), spouses and domestic partners of such
Owners, Contractors Subcontractors, any person or entity who directly or indirectly has an
ownership or beneficial interest in any Subcontractor of more than 7.5% ("Sub-owners") and
spouses and domestic partners of such Sub-owners (Contractor and all the other preceding classes
of persons and entities are together, the "Identified Parties"), shall make a contribution of any
amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee
during (i) the bid or other solicitation process for this Contract or Other Contract, including while
this Contract or Other Contract is executory, (ii) the term of this Contract or any Other Contract
between City and Contractor, and/or (iii) any period in which an extension of this Contract or Other
Contract with the City is being sought or negotiated.

Terms for Professional Services Single Project 09.01.2015 21


Contractor represents and warrants that since the date of public advertisement of the specification,
request for qualifications, request for proposals or request for information (or any combination of
those requests) or, if not competitively procured, from the date the City approached the Contractor
or the date the Contractor approached the City, as applicable, regarding the formulation of this
Contract, no Identified Parties have made a contribution of any amount to the Mayor or to his
political fundraising committee.
Contractor shall not: (a) coerce, compel or intimidate its employees to make a contribution of any
amount to the Mayor or to the Mayors political fundraising committee; (b) reimburse its employees
for a contribution of any amount made to the Mayor or to the Mayors political fundraising
committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political
fundraising committee.
The Identified Parties must not engage in any conduct whatsoever designed to intentionally violate
this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to
intentionally violate this provision or Mayoral Executive Order No. 2011-4.
Violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or
warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a
breach and default under this Contract, and under any Other Contract for which no opportunity to
cure will be granted. Such breach and default entitles the City to all remedies (including without
limitation termination for default) under this Contract, under Other Contract, at law and in equity.
This provision amends any Other Contract and supersedes any inconsistent provision contained
therein.
If Contractor violates this provision or Mayoral Executive Order No. 2011-4 prior to award of the
Contract resulting from this specification, the CPO may reject Contractors bid.
For purposes of this provision:
"Other Contract" means any agreement entered into between the Contractor and the City that is (i)
formed under the authority of MCC Ch. 2-92; (ii) for the purchase, sale or lease of real or personal
property; or (iii) for materials, supplies, equipment or services which are approved and/or
authorized by the City Council.
"Contribution" means a "political contribution" as defined in MCC Ch. 2-156, as amended.
"Political fundraising committee" means a "political fundraising committee" as defined in MCC Ch.
2-156, as amended.
3.3.9. Debts Owed to the City; Anti-Scofflaw, MCC Sect. 2-92-380
In addition to the certifications regarding debts owed to the City in the EDS, Contractor is subject to MCC
Sect. 2-92-380.
Pursuant to MCC Sect. 2-92-380 and in addition to any other rights and remedies (including set-off)
available to the City under this Contract or permitted at law or in equity, the City will be entitled to set
off a portion of the contract price or compensation due under the Contract, in an amount equal to the
amount of the fines and penalties for each outstanding parking violation complaint and the amount of
any debt owed by the contracting party to the City. For purposes of this section, outstanding parking
violation complaint means a parking ticket, notice of parking violation, or parking violation complaint on
which no payment has been made or appearance filed in the Circuit Court of Cook County within the
time specified on the complaint, and debt means a specified sum of money owed to the City for which
the period granted for payment has expired.
However no such debt(s) or outstanding parking violation complaint(s)will be offset from the contract
price or compensation due under the contract if one or more of the following conditions are met:

Terms for Professional Services Single Project 09.01.2015 22


the contracting party has entered into an agreement with the Department of Revenue, or other
appropriate City department, for the payment of all outstanding parking violation complaints and debts
owed to the City and the Contracting party is in compliance with the agreement; or
the contracting party is contesting liability for or the amount of the debt in a pending administrative or
judicial proceeding; or the contracting party has filed a petition in bankruptcy and the debts owed the
City are dischargeable in bankruptcy.
3.3.10. Other City Ordinances and Policies
3.3.10.1. False Statements
False statements made in connection with this Contract, including statements in, omissions from
and failures to timely update the EDS, as well as in any other affidavits, statements or Contract
Documents constitute a material breach of the Contract. Any such misrepresentation renders the
Contract voidable at the option of the City, notwithstanding any prior review or acceptance by the
City of any materials containing such a misrepresentation. In addition, the City may debar
Contractor, assert any contract claims or seek other civil or criminal remedies as a result of a
misrepresentation (including costs of replacing a terminated Contractor pursuant to MCC Sect. 1-21-
010.
3.3.10.2. MacBride Principles Ordinance, MCC Sect. 2-92-580
This law promotes fair and equal employment opportunities and labor practices for religious
minorities in Northern Ireland and provide a better working environment for all citizens in Northern
Ireland.
In accordance with MCC Sect. 2-92-580, if the primary Contractor conducts any business operations
in Northern Ireland, it is hereby required that the Contractor will make all reasonable and good faith
efforts to conduct any business operations in Northern Ireland in accordance with the MacBride
Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 III. Laws 3220).
For those bidders who take exception in competitive bid contracts to the provision set forth above,
the City will assess an eight percent (8%) penalty. This penalty will increase their bid price for the
purpose of canvassing the bids in order to determine who is to be the lowest responsible bidder.
This penalty will apply only for purposes of comparing bid amounts and will not affect the amount
of any contract payment.
The provisions of this Section will not apply to contracts for which the City receives funds
administered by the United States Department of Transportation (USDOT) except to the extent
Congress has directed that USDOT not withhold funds from states and localities that choose to
implement selective purchasing policies based on agreement to comply with the MacBride
Principles for Northern Ireland, or to the extent that such funds are not otherwise withheld by the
USDOT.
3.3.10.3. City Hiring Plan Prohibitions
A. The City is subject to the June 16, 2014 "City of Chicago Hiring Plan" (the "2014 City Hiring
Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145
(United States District Court for the Northern District of Illinois). Among other things, the
2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in
non-exempt positions on the basis of political reasons or factors.
B. Contractor is aware that City policy prohibits City employees from directing any individual
to apply for a position with Contractor, either as an employee or as a subcontractor, and
from directing Contractor to hire an individual as an employee or as a Subcontractor.
Accordingly, Contractor must follow its own hiring and contracting procedures, without
being influenced by City employees. Any and all personnel provided by Contractor under
this Contract are employees or Subcontractors of Contractor, not employees of the City of
Chicago. This Contract is not intended to and does not constitute, create, give rise to, or

Terms for Professional Services Single Project 09.01.2015 23


otherwise recognize an employer-employee relationship of any kind between the City and
any personnel provided by Contractor.
C. Contractor will not condition, base, or knowingly prejudice or affect any term or aspect of
the employment of any personnel provided under this Contract, or offer employment to
any individual to provide services under this Contract, based upon or because of any
political reason or factor, including, without limitation, any individual's political affiliation,
membership in a political organization or party, political support or activity, political
financial contributions, promises of such political support, activity or financial
contributions, or such individual's political sponsorship or recommendation. For purposes
of this Contract, a political organization or party is an identifiable group or entity that has
as its primary purpose the support of or opposition to candidates for elected public office.
Individual political activities are the activities of individual persons in support of or in
opposition to political organizations or parties or candidates for elected public office.
D. In the event of any communication to Contractor by a City employee or City official in
violation of paragraph B above, or advocating a violation of paragraph C above, Contractor
will, as soon as is reasonably practicable, report such communication to the Hiring
Oversight Section of the City's Office of the Inspector General, and also to the head of the
relevant City Department utilizing services provided under this Contract. Contractor will
also cooperate with any inquiries by OIG Hiring Oversight.
3.3.10.4. Inspector General
It is the duty of any bidder, proposer or Contractor, all Subcontractors, every applicant for
certification of eligibility for a City contract or program, and all officers, directors, agents, partners
and employees of any bidder, proposer, Contractor, Subcontractor or such applicant to cooperate
with the Inspector General in any investigation or hearing, if applicable, undertaken pursuant to
MCC Ch. 2-56, respectively. Contractor understands and will abide by all provisions of MCC Ch. 2-
56.
All subcontracts must inform Subcontractors of this provision and require understanding and
compliance with them.
3.3.10.5. Duty to Report Corrupt Activity
Pursuant to MCC 2-156-018, it is the duty of the Contractor to report to the Inspector General,
directly and without undue delay, any and all information concerning conduct which it knows to
involve corrupt activity. Corrupt activity means any conduct set forth in Subparagraph (a)(1), (2)
or (3) of Section 1-23-020 of the MCC. Knowing failure to make such a report will be an event of
default under this Contract. Reports may be made to the Inspector Generals toll free hotline, 866-
IG-TIPLINE (866-448-4754).
3.3.10.6. Electronic Mail Communication
Electronic mail communication between Contractor and City employees must relate only to
business matters between Contractor and the City.
3.3.10.7. EDS Update Obligation
Contractor is required to notify the City and update the EDS whenever there is a change in
circumstances that makes any certification or information provided in an EDS inaccurate, obsolete
or misleading. Failure to notify the City and update the EDS is grounds for declaring the Contractor
in default, termination of the Contract for default, and declaring that the Contractor is ineligible for
future contracts.
3.3.10.8. Wheel Tax (City Sticker)
Contractor must pay all Wheel Tax required by Chapter 3-56 of the MCC, as amended from time to
time. Contractor should take particular notice of MCC 3-56-020 and MCC 3-56-125 which relate to
payment of the tax for vehicles that are used on City streets or on City property by City residents.
For the purposes of Chapter 3-56, any business that owns, leases or otherwise controls a place of

Terms for Professional Services Single Project 09.01.2015 24


business within the City wherein motor vehicles or semi-trailers are stored, repaired, serviced, or
loaded or unloaded in connection with the business is also considered to be a City resident.
3.3.11. Compliance with Environmental Laws and Related Matters
3.3.11.1. Definitions
For purposes of this section, the following definitions shall apply:
Environmental Agency: An Environmental Agency is any governmental agency having responsibility,
in whole or in part, for any matter addressed by any Environmental Law. An agency need not be
responsible only for matters addressed by Environmental Law(s) to be an Environmental Agency for
purposes of this Contract.
Environmental Claim: An Environmental Claim is any type of assertion that Contractor or any
Subcontractor is liable, or allegedly is liable, or should be held liable, under any Environmental Law,
or that Contractor or any Subcontractor has or allegedly has violated or otherwise failed to comply
with any Environmental Law. A non-exhaustive list of Environmental Claims includes, without
limitation: demand letters, lawsuits and citations of any kind regardless of originating source.
Environmental Law: An Environmental Law is any Law that in any way, directly or indirectly, in
whole or in part, bears on or relates to the environment or to human health or safety. A non-
exhaustive list of Environmental Laws includes without limitation the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq., the Resource Conservation and
Recovery Act, 42 U.S.C. 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et
seq., the Clean Air Act, 42 U.S.C. 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C.
1251, et seq., the Occupational Safety and Health Act, 29 U.S.C. 651, et seq., the Illinois
Environmental Protection Act, 415 ILCS 5/1, et seq., the Illinois Occupational Safety and Health Act,
820 ILCS 219/1, et seq., Chapters 7-28 and 11-4 of the Chicago Municipal Code, and all related rules
and regulations.
Law(s): The word "Law" or "Laws," whether or not capitalized, is intended in the broadest possible
sense, including without limitation all federal, state and local: statutes; ordinances; codes; rules;
regulations; administrative and judicial orders of any kind; requirements and prohibitions of
permits, licenses or other similar authorizations of any kind; court decisions; common law; and all
other legal requirements and prohibitions.
Routine: As applied to reports or notices, "routine" refers to a report or notice that must be made,
submitted or filed on a regular, periodic basis (e.g., quarterly, annually, biennially) and that in no
way arises from a spill or other release or any kind, or from an emergency response situation, or
from any actual, possible or alleged noncompliance with any Environmental Law.
3.3.11.2. Joint Ventures
If Contractor or any Subcontractor is a joint venture, then every party to every such joint venture is
deemed a Subcontractor for purposes of this section, which is entitled "Compliance with
Environmental Laws and Related Matters" and every subsection thereof.
3.3.11.3. Compliance With Environmental Laws
As part of or in addition to its obligation to observe and comply with all applicable laws, Contractor
must observe and comply with all applicable Environmental Laws and ensure that all Subcontractors
observe and comply with all applicable Environmental Laws.
Any noncompliance, by Contractor or any Subcontractor, with any Environmental Law during the
time that this Contract is effective is an event of default, regardless of whether the noncompliance
relates to performance of this Contract. This includes without limitation any failure by Contractor or
any Subcontractor to keep current, throughout the term of this Contract, all insurance certificates,
permits and other authorizations of any kind that are required, directly or indirectly, by any
Environmental Law.
3.3.11.4. Costs

Terms for Professional Services Single Project 09.01.2015 25


Any cost arising directly or indirectly, in whole or in part, from any noncompliance, by Contractor or
any Subcontractor, with any Environmental Law, will be borne by the Contractor and not by the
City. This includes, but is not limited to, any cost associated with removal of waste or other material
from a facility lacking any required permit. No provision of this Contract is intended to create or
constitute an exception to this provision.
3.3.11.5. Proof of Noncompliance; Authority; Cure
Any adjudication, whether administrative or judicial, against Contractor or any Subcontractor, for a
violation of any Environmental Law, is sufficient proof of noncompliance, and therefore of an event
of default, for purposes of this Contract.
Any citation issued to/against Contractor or any Subcontractor, by any government agent or entity,
alleging a violation of any Environmental Law, is sufficient proof of noncompliance for purposes of
this Contract, and therefore of an event of default, if the citation contains or is accompanied by, or
the City otherwise obtains, any evidence sufficient to support a reasonable conclusion that a
violation has occurred.
Any other evidence of noncompliance with any Environmental Law is sufficient proof of
noncompliance for purposes of this Contract, and therefore of an event of default, if the evidence is
sufficient to support a reasonable conclusion that noncompliance has occurred.
The CPO shall have the authority to determine whether noncompliance with an Environmental Law
has occurred, based on any of the foregoing types of proof. Upon determining that noncompliance
has occurred, s/he may in his/her discretion declare an event of default and may in his/her
discretion offer Contractor an opportunity to cure the event of default, such as by taking specified
actions, which may include without limitation ceasing and desisting from utilizing a Subcontractor.
The CPO may consider many factors in determining whether to declare an event of default, whether
to offer an opportunity to cure, and if so any requirements for cure, including without limitation:
the seriousness of the noncompliance, any effects of the noncompliance, Contractors and/or
Subcontractors history of compliance or noncompliance with the same or other Laws, Contractors
and/or Subcontractors actions or inaction towards mitigating the noncompliance and its effects,
and Contractors or Subcontractors actions or inaction towards preventing future noncompliance.
3.3.11.6. Copies of Notices and Reports; Related Matters
If any Environmental Law requires Contractor or any Subcontractor to make, submit or file any non-
Routine notice or report of any kind, to any Environmental Agency or other person, including
without limitation any agency or other person having any responsibility for any type of emergency
response activity, then Contractor must deliver a complete copy of the notice or report (or, in the
case of legally required telephonic or other oral notices or reports, a comprehensive written
summary of same) to the Law Department within 24 hours of making, submitting or filing the
original report.
Additionally, to the extent not already achieved by Contractors compliance with this paragraph
3.3.11.6 and paragraph 3.3.11.8, Contractor must notify the Commissioner of the Department,
within 24 hours of learning of any of the following:
(i) any release, suspected release, or threatened release of any waste or other material relating
to the work performed under the Contract;
(ii) any notice of any kind received by Contractor, any Subcontractor, or any employee or agent
of Contractor or any Subcontractor, from an Environmental Agency or any other person, of or
relating to any release, suspected release, or threatened release of any waste or other material
relating to the work performed under the Contract.
This notification must be in writing, must be submitted by a fast method such as email, and must
include, to the best of Contractors knowledge at the time of submittal: the types and amounts of
the waste or other material at issue; the location; the cause and any contributing factors; all actions

Terms for Professional Services Single Project 09.01.2015 26


taken, being taken, and intended to be taken by Contractor and any Subcontractors; and a copy of
any notice received by Contractor, any Subcontractor, or any employee or agent of Contractor or
any Subcontractor. Contractor must also provide written updates to the Commissioner by email or
other method as indicated by the Commissioner whenever Contractor becomes aware of
information that is different from or additional to the information provided in the initial notification.
The requirements of this provision apply, regardless of whether the subject matter of the required
notice or report concerns performance of this Contract.
Failure to comply with any requirement of this provision is an event of default.
3.3.11.7. Requests for Documents and Information
If the Commissioner requests documents or information of any kind that directly or indirectly
relate(s) to performance of this Contract, Contractor must obtain and provide the requested
documents and/or information to the Commissioner within 5 business days.
Failure to comply with any requirement of this provision is an event of default.
3.3.11.8. Environmental Claims and Related Matters
Within 24 hours of receiving, or of any Subcontractors receiving, notice of any Environmental
Claim, Contractor must submit copies of all documents constituting or relating to the Environmental
Claim to the Law Department. Thereafter, Contractor must submit copies of related documents if
requested by the Law Department. These requirements apply, regardless of whether the
Environmental Claim concerns performance of this Contract.
Failure to comply with any requirement of this provision is an event of default.
3.3.11.9. Preference for Recycled Materials
To the extent practicable and economically feasible and to the extent that it does not reduce or
impair the quality of any work or services, Contractor must use recycled products in performance of
the Contract pursuant to U.S. Environment Protection Agency (U.S. EPA) guidelines at 40 CFR Parts
247-253, which implement section 6002 of the Resource Conservation and Recovery Act, as
amended, 42 USC 6962.
3.3.11.10. No Waste Disposal in Public Way MCC 11-4-1600(E)
Contractor warrants and represents that it, and to the best of its knowledge, its Subcontractors
have not violated and are not in violation of the following sections of the Code (collectively, the
Waste Sections):
7-28-390 Dumping on public way;
7-28-440 Dumping on real estate without permit;
11-4-1410 Disposal in waters prohibited;
11-4-1420 Ballast tank, bilge tank or other discharge;
11-4-1450 Gas manufacturing residue;
11-4-1500 Treatment and disposal of solid or liquid waste;
11-4-1530 Compliance with rules and regulations required;
11-4-1550 Operational requirements; and
11-4-1560 Screening requirements.
During the period while this Contract is executory, Contractor's or any Subcontractor's violation of
the Waste Sections, whether or not relating to the performance of this Contract, constitutes a
breach of and an event of default under this Contract, for which the opportunity to cure, if curable,
will be granted only at the sole discretion of the CPO. Such breach and default entitles the City to all
remedies under the Contract, at law or in equity.
This section does not limit the Contractor's and its Subcontractors' duty to comply with all
applicable federal, state, county and municipal laws, statutes, ordinances and executive orders, in
effect now or later, and whether or not they appear in this Contract.

Terms for Professional Services Single Project 09.01.2015 27


Non-compliance with these terms and conditions may be used by the City as grounds for the
termination of this Contract, and may further affect the Contractor's eligibility for future contract
awards.
3.4. Contract Disputes
3.4.1. Procedure for Bringing Disputes to the Department
The Contractor and using Department must attempt to resolve all disputes arising under this Contract in
good faith, taking such measures as, but not limited to investigating the facts of the dispute and meeting
to discuss the issue(s).
In order to bring a dispute to the Commissioner of a Department, Contractor must provide a general
statement of the basis for its claim, the facts underlying the claim, reference to the applicable Contract
provisions, and all documentation that describes, relates to and supports the claim. By submitting a
Claim, the Contractor certifies that:
A. The Claim is made in good faith;
B. The Claim's supporting data are accurate and complete to the best of the person's
knowledge and belief;
C. The amount of the Claim accurately reflects the amount that the claimant believes is
due from the City; and
D. The certifying person is duly authorized by the claimant to certify the Claim.
The Commissioner shall have 30 days from receipt of the Claim to render a written "final decision of the
Commissioner" stating the Commissioner's factual and contractual basis for the decision. However, the
Commissioner may take an additional period, not to exceed 10 days, to render the final decision. If the
Commissioner does not render a "final decision of the Commissioner" within the prescribed time frame,
then the Claim should be deemed denied by the Commissioner.
3.4.2. Procedure for Bringing Disputes before the CPO
Only after the Commissioner has rendered a final decision denying the Contractors claim may a dispute
be brought before the CPO.
If the Contractor and using Department are unable to resolve the dispute, prior to seeking any judicial
action, the Contractor must and the using Department may submit the dispute the CPO for an
administrative decision based upon the written submissions of the parties. The party submitting the
dispute to the CPO must include documentation demonstrating its good faith efforts to resolve the
dispute and either the other partys failure to exercise good faith efforts or both parties inability to
resolve the dispute despite good faith efforts.
The decision of the CPO is final and binding. The sole and exclusive remedy to challenge the decision of
the CPO is judicial review by means of a common law writ of certiorari.
The administrative process is described more fully in the "Regulations of the Department of
Procurement Services for Resolution of Disputes between Contractors and the City of Chicago", which
are available in City Hall, 121 N. LaSalle Street, Room 103, Bid and Bond Room, and on-line at:
http://www.cityofchicago.org/content/dam/city/depts/dps/RulesRegulations/Dispute_Regulations_200
2.pdf
3.5. Events of Default and Termination
3.5.1. Events of Default
In addition to any breach of contract and events of default described within the Contract Documents,
the following constitute an event of default:
A. Any material misrepresentation, whether negligent or willful and whether in the inducement or
in the performance, made by Contractor to the City.

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B. Contractor's material failure to perform any of its obligations under this Contract including the
following:
C. Failure to perform the Services with sufficient personnel and equipment or with sufficient
material to ensure the timely performance of the Services
D. Failure to have and maintain all professional licenses required by law to perform the Services;
E. Failure to timely perform the Services;
F. Failure to perform the Services in a manner reasonably satisfactory to the Commissioner or the
CPO or inability to perform the Services satisfactorily as a result of insolvency, filing for
bankruptcy or assignment for the benefit of creditors;
G. Failure to promptly re-perform, as required, within a reasonable time and at no cost to the City,
Services that are rejected as erroneous or unsatisfactory;
H. Discontinuance of the Services for reasons within Contractor's reasonable control;
I. Failure to update promptly EDS(s) furnished in connection with this Contract when the
information or responses contained in it or them is no longer complete or accurate;
J. Failure to comply with any other term of this Contract, including the provisions concerning
insurance and nondiscrimination; and
K. Any change in ownership or control of Contractor without the prior written approval of the
CPO, which approval the CPO will not unreasonably withhold.
L. Contractor's default under any other Contract it may presently have or may enter into with the
City during the life of this Contract. Contractor acknowledges and agrees that in the event of a
default under this Contract the City may also declare a default under any such other
agreements.
M. Contractors repeated or continued violations of City ordinances unrelated to performance
under the Contract that in the opinion of the CPO indicate a willful or reckless disregard for City
laws and regulations.
N. Contractors use of a subcontractor that is currently debarred by the City or otherwise ineligible
to do business with the City.
3.5.2. Cure or Default Notice
The occurrence of any event of default permits the City, at the City(s sole option, to declare Contractor
in default.
The CPO will give Contractor written notice of the default, either in the form of a cure notice ("Cure
Notice"), or, if no opportunity to cure will be granted, a default notice ("Default Notice").
If a Cure Notice is sent, the CPO may in his/her sole discretion will give Contractor an opportunity to
cure the default within a specified period of time, which will typically not exceed 30 days unless
extended by the CPO. The period of time allowed by the CPO to cure will depend on the nature of the
event of default and the Contractors ability to cure. In some circumstances the event of default may be
of such a nature that it cannot be cured. Failure to cure within the specified time may result in a Default
Notice to the Contractor.
Whether to issue the Contractor a Default Notice is within the sole discretion of the CPO and neither
that decision nor the factual basis for it is subject to review or challenge under the Disputes provision of
this Contract
If the CPO issues a Default Notice, the CPO will also indicate any present intent the CPO may have to
terminate this Contract. The decision to terminate is final and effective upon giving the notice. If the
CPO decides not to terminate, this decision will not preclude the CPO from later deciding to terminate

Terms for Professional Services Single Project 09.01.2015 29


the Contract in a later notice, which will be final and effective upon the giving of the notice or on such
later date set forth in the Default Notice.
When a Default Notice with intent to terminate is given, Contractor must discontinue any Services,
unless otherwise directed in the notice.
3.5.3. Remedies
After giving a Default Notice, the City may invoke any or all of the following remedies:
A. The right to take over and complete the Services, or any part of them, at Contractor(s expense
and as agent for Contractor, either directly or through others, and bill Contractor for the cost of
the Services, and Contractor must pay the difference between the total amount of this bill and
the amount the City would have paid Contractor under the terms and conditions of this
Contract for the Services that were assumed by the City as agent for Contractor
B. The right to terminate this Contract as to any or all of the Services yet to be performed effective
at a time specified by the City;
C. The right to seek specific performance, an injunction or any other appropriate equitable
remedy;
D. The right to seek money damages;
E. The right to withhold all or any part of Contractor's compensation under this Contract;
F. The right to deem Contractor non-responsible in future contracts to be awarded by the City.
3.5.4. Non-Exclusivity of Remedies
The remedies under the terms of this Contract are not intended to be exclusive of any other remedies
provided, but each and every such remedy is cumulative and is in addition to any other remedies,
existing now or later, at law, in equity or by statute. No delay or omission to exercise any right or power
accruing upon any event of default impairs any such right or power, nor is it a waiver of any event of
default nor acquiescence in it, and every such right and power may be exercised from time to time and
as often as the City considers expedient.
3.5.5. City Reservation of Rights
If the CPO considers it to be in the City(s best interests, the CPO may elect not to declare default or to
terminate this Contract. The parties acknowledge that this provision is solely for the benefit of the City
and that if the City permits Contractor to continue to provide the Services despite one or more events of
default, Contractor is in no way relieved of any of its responsibilities, duties or obligations under this
Contract, nor does the City waive or relinquish any of its rights.
3.5.6. Early Termination
The City may terminate this Contract, in whole or in part, at any time by a notice in writing from the City
to the Contractor. The effective date of termination will be the date the notice is received by the
Contractor or the date stated in the notice, whichever is later.
After the notice is received, the Contractor must restrict its activities, and those of its Subcontractors, to
activities pursuant to direction from the City. No costs incurred after the effective date of the
termination are allowed unless the termination is partial.
Contractor is not entitled to any anticipated profits on services, work, or goods that have not been
provided. The payment so made to the Contractor is in full settlement for all services, work or goods
satisfactorily provided under this Contract. If the Contractor disputes the amount of compensation
determined by the City to be due Contractor, then the Contractor must initiate dispute settlement
procedures in accordance with the Disputes provision.
If the City's election to terminate this Contract for default pursuant to the default provisions of the
Contract is determined in a court of competent jurisdiction to have been wrongful, then in that case the
termination is to be deemed to be an early termination pursuant to this Early Termination provision.

Terms for Professional Services Single Project 09.01.2015 30


3.6. Department-specific Requirements
Contractor must comply with the relevant user Departments specific requirements in the performance of
this Contract if applicable.
3.6.1. Department of Aviation Standard Requirements
For purposes of this section "Airport" refers to either Midway International Airport or OHare
International Airport, which are both owned and operated by the City of Chicago.
3.6.1.1. Confidentiality of Airport Security Data
Contractor has an ongoing duty to protect confidential information, including but not limited to any
information exempt from disclosure under the Illinois Freedom of Information Act such as
information affecting security of the airport ("Airport Security Data"). Airport Security Data includes
any Sensitive Security Information as defined by 49 CFR Part 1520. Contractor acknowledges that
information provided to, generated by, or encountered by Contractor may include Airport Security
Data. If Contractor fails to safeguard the confidentiality of Airport Security Data, Contractor is liable
for the reasonable costs of actions taken by the City, the airlines, the Federal Aviation
Administration ("FAA"), or the Transportation Security Administration ("TSA") that the applicable
entity, in its sole discretion, determines to be necessary as a result, including without limitation the
design and construction of improvements, procurement and installation of security devices, and
posting of guards. All Subcontracts or purchase orders entered into by the Contractor, with parties
providing material, labor or services to complete the Work, must contain the language of this
section. If the Contractor fails to incorporate the required language in all Subcontracts or purchase
orders, the provisions of this section are deemed incorporated in all Subcontracts or purchase
orders.
3.6.1.2. Aviation Security
This Contract is subject to the airport security requirements of 49 United States Code, Chapter 449,
as amended, the provisions of which govern airport security and are incorporated by reference,
including without limitation the rules and regulations in 14 CFR Part 107 and all other applicable
rules and regulations promulgated under them. All employees providing services at the Citys
airports must be badged by the City. (See Airport Security Badges.) Contractor, Subcontractors and
the respective employees of each are subject to such employment investigations, including criminal
history record checks, as the Administrator of the Federal Aviation Administration ("FAA"), the
Under Secretary of the Transportation Security Administration ("TSA"), and the City may deem
necessary. Contractor, Subcontractors, their respective employees, invitees and all other persons
under the control of Contractor must comply strictly and faithfully with any and all rules, regulations
and directions which the Commissioner, the FAA, or the TSA may issue from time to time may issue
during the life of this Contract with regard to security, safety, maintenance and operation of the
Airport and must promptly report any information regarding suspected violations in accordance
with those rules and regulations.
Gates and doors that permit entry into restricted areas at the Airport must be kept locked by
Contractor at all times when not in use or under Contractors constant security surveillance. Gate
or door malfunctions must be reported to the Commissioner without delay and must be kept under
constant surveillance by Contractor until the malfunction is remedied.
3.6.1.3. Airport Security Badges
As part of airport operations and security, the Contractor must obtain from the airport badging
office Airport Security Badges for each of his employees, subcontractors, material men, invitees or
any person(s) over whom Contractor has control, which must be visibly displayed at all times while
at the airport. No person will be allowed beyond security checkpoints without a valid Airport
Security Badge. Each such person must submit signed and properly completed application forms to
receive Airport Security Badges. Additional forms and tests may be required to obtain Airport
Drivers Certification and Vehicle Permits. The application forms will solicit such information as the
Commissioner may require in his discretion, including but not limited to name, address, date of

Terms for Professional Services Single Project 09.01.2015 31


birth (and for vehicles, driver's license and appropriate stickers). The Contractor is responsible for
requesting and completing the form for each employee and subcontractor employee who will be
working at the Airport and all vehicles to be used on the job site. Upon signed approval of the
application by the Commissioner or his designee, the employee will be required to attend a
presentation regarding airport security and have his or her photo taken for the badge. The
Commissioner may grant or deny the application in his sole discretion. The Contractor must make
available to the Commissioner, within one day of request, the personnel file of any employee who
will be working on the project.
As provided in Aviation Security above, in order for a person to have an Airport Security Badge that
allows access to the airfield or aircraft, a criminal history record check (CHRC) conducted by the
Department of Aviation will also be required. The CHRC will typically include a fingerprint analysis
by the Federal Bureau of Investigation and such other procedures as may be required by the TSA.
Airport Security Badges, Vehicle Permits and Drivers Licenses will only be issued based upon
properly completed application forms. Employees or vehicles without proper credentials may be
removed from the secured area and may be subject to fine or arrest. Contractor will be jointly and
severally liable for any fines imposed on its employees or its Subcontractors employees.
In addition to other rules and regulations, the following rules related to Airport Security Badges,
Vehicle Permits and Drivers Licenses must be adhered to:
A. Each person must wear and display his or her Airport Security Badge on their outer apparel
at all times while at the airport.
B. All individuals operating a vehicle on the Aircraft Operations Area (AOA) must be familiar
and comply with motor driving regulations and procedures of the State of Illinois, City of
Chicago and the Department of Aviation. The operator must be in possession of a valid,
State-issued Motor Vehicle Operators Driver's License. All individuals operating a vehicle
on the AOA without an escort must also be in possession of a valid Aviation-issued Airport
Drivers Permit.
C. All operating equipment must have an Airport Vehicle Access Permit affixed to the vehicle
at all times while operating on the Airport. All required City stickers and State Vehicle
Inspection stickers must be valid.
D. Individuals must remain within their assigned area and haul routes unless otherwise
instructed by the Department of Aviation.
E. The Contractors personnel who function as supervisors, and those that escort the
Contractors equipment/operators to their designated work sites, may be required to
obtain an added multi-area access designation on their personnel Airport Security Badge
which must also be displayed while on the AOA.
3.6.1.4. General Requirements Regarding Airport Operations
3.6.1.4.1. Priority of Airport Operations
Where the performance of the Contract may affect airport operation, the Contractor must
cooperate fully with the Commissioner and his representatives in all matters pertaining to
public safety and airport operation. Whether or not measures are specifically required by this
Contract, the Contractor at all times must maintain adequate protection to safeguard aircraft,
the public and all persons engaged in the work and must take such precaution as will
accomplish such end, without interference with aircraft, the public, or maintenance and
operations of the airport.
The Contractor's attention is drawn to the fact that airport facilities and infrastructure,
including but not limited to runways, taxiways, vehicular roadways, loadways, loading aprons,
concourses, holdrooms, gates, and passenger right-of-ways, are being used for scheduled and
unscheduled civilian air transportation. Arrivals and departures are under the control of the

Terms for Professional Services Single Project 09.01.2015 32


FAA control tower(s). Use of the Airport for air transportation takes precedence over all of the
Contractor's operations. No extra compensation will be allowed for any delays brought about
by the operations of the Airport which require that Contractors work must be interrupted or
moved from one part of the work site to another.
3.6.1.4.2. Interruption of Airport Operations
If Contractor requires interruption of Airport facilities or utilities in order to perform work,
Contractor must notify the Deputy Commissioner in charge of the project at least five (5)
working days in advance of such time and must obtain the Deputy Commissioners approval
prior to interrupting the service. Interruption of service must be kept to an absolute minimum,
and to the extent practicable the work which occasions such interruptions must be performed
in stages in order to reduce the time of each interruption. In case of interruptions of electrical
services, service must be restored prior to sunset of the same day.
Prior to start of work, the Contractor must request of the Deputy Commissioner in charge of
the project to provide specific requirements and instructions which are applicable to the
particular work site areas, including, but not limited to, areas available for storage of any
equipment, materials, tools and supplies needed to perform the work. Contractors must advise
the Deputy Commissioner in charge of the project of the volume of equipment, materials, tools,
and supplies that will be required in the secured areas of the airport in order to make
arrangements for inspection of such equipment, materials, tools, and supplies at a security
checkpoint.
3.6.1.4.3. Safeguarding of Airport Property and Operations
The Contractor must not permit or allow its employees, subcontractors, material men, invitees
or any other persons over whom Contractor has control to enter or remain upon, or to bring or
permit any equipment, materials, tools, or supplies to remain upon any part of the work site if
any hazard to aircraft, threat to airport security, or obstruction of airport maintenance and
operations, on or off the ground, would be created in the opinion of either the Commissioner
or the Deputy Commissioner. Contractors must safeguard, and may be required to account for,
all items brought beyond a security checkpoint, especially with respect to tools used in a
terminal building.
3.6.1.4.4. Work on the Airfield
For any work on the airfield, between sunset and sunrise, any equipment and materials stored
outside must be marked with red obstruction lights acceptable to the Commissioner and in
conformity with all FAA requirements, including Advisory Circular 150/5345-43F. All
obstruction lights must be kept continuously in operation between sunset and sunrise 7 days a
week and also during any daylight periods when aircraft ceiling is below 500 feet and visibility is
less than 5 miles. Information on ceiling and visibility may be obtained by the Contractor on
request at the office of the Deputy Commissioner of Operations or from the FAA Control Tower
Operator. Proper compliance with these obstruction light requirements is essential to the
protection of aircraft and human life and the Contractor has the responsibility of taking the
initiative at all times to be aware of ceiling and visibility conditions, without waiting for the FAA
Control Tower Operator or any other City representative to ask the Contractor to post
obstruction lights.
For any work on the airfield, the Contractor must furnish aircraft warning flags, colored orange
and white, in two sizes, one size 2' x 3' for hand use, and one size 3' x 5'. Each separate group
or individual in all work areas, regardless of whether or not near runways, taxiways or aprons,
must display a flag which must be maintained vertical at all times. Each truck or other piece of
equipment of the Contractor must have attached to it, in a vertical and clearly visible position, a
warning flag of the larger size. Except as otherwise agreed by the Commissioner or his
designee, all cranes or booms used for construction work on the airfield must be lowered to
ground level and moved 200 feet off the runways, taxiways and aprons during all hours of

Terms for Professional Services Single Project 09.01.2015 33


darkness and during all daylight hours when the aircraft ceiling is below the minimums
specified in this section.
The Contractor acknowledges the importance of fully complying with the requirements of this
section in order to protect aircraft and human life, on or off the ground. Failure on the part of
the Contractor to perform the work in accordance with the provisions of this section and to
enforce same with regard to all subcontractors, material men, laborers, invitees and all other
persons under the Contractor's control is an event of default.
3.6.1.4.5. Parking Restrictions
Prior to commencing work, the Contractor must provide the Deputy Commissioner in charge of
the project with an estimate of the number of vehicles that will require parking. Contractors
are encouraged to provide employee parking elsewhere and shuttle their employees to the
work site. The Department of Aviation may, but is not required to, provide parking areas for a
limited number of vehicles in designated storage areas. All other vehicles must be parked in
the public parking lots at the Airport, and there will be no reduced rate or complimentary
parking for such vehicles. Employees must not, at any time, park their personal automobiles,
no matter how short the duration, in any drive, road, or any other non-parking lot location at
the airport. Such vehicles will be subject to immediate towing at the employees expense.
3.6.1.5. General Civil Rights (Airport and Airway Improvement Act of 1982, Section 520)
The contractor agrees that it will comply with pertinent statutes, Executive Orders and such rules as
are promulgated to ensure that no person shall, on the grounds of race, creed, color, national
origin, sex, age, or handicap be excluded from participating in any activity conducted with or
benefiting from Federal assistance.
This provision binds the contractors from the bid solicitation period through the completion of the
contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964.
3.6.2. Emergency Management and Communications (OEMC) Security Requirements
3.6.2.1. Identification of Workers and Vehicles
All employees and vehicles working within O.E.M.C facilities must be properly identified. All
vehicles and personnel passes will be issued to the Contractor by the Executive Director, as
required. Contractor, Subcontractors, and employees must return identification material to the
Executive Director upon completion of their respective work within the Project, and in all cases, the
Contractor must return all identification material to the Executive Director after completion of the
Project. Final Contract Payment will not be made until all passes issued have been returned to
O.E.M.C Security.
3.6.2.2. Access to Facilities
For purposes of this section, "employee" refers to any individual employed or engaged by
Contractor or by any Subcontractor. If the Contractor, or any employee, in the performance of this
Contract, has or will have access to a Office of Emergency Management and Communications
(O.E.M.C) facility, the City may conduct such background and employment checks, including criminal
history record checks and work permit documentation, as the Executive Director of the Office of
Emergency Management and Communications and the City may deem necessary, on the
Contractor, any Subcontractor, or any of their respective employees. The Executive Director of the
Office of Emergency Management and Communications has the right to require the Contractor to
supply or provide access to any additional information the Executive Director deems relevant.
Before beginning work on the project, Contractor must:
Provide the City with a list of all employees requiring access to enable the City to conduct such
background and employment checks;
Deliver to the City consent forms signed by all employees who will work on the project consenting
to the City's and the Contractor's performance of the background checks described in this Section;
and

Terms for Professional Services Single Project 09.01.2015 34


Deliver to the City consent forms signed by all employees who will require access to the O.E.M.C
facility consenting to the searches described in this Section.
The Executive Director may preclude Contractor, any Subcontractor, or any employee from
performing work on the project. Further, the Contractor must immediately report any information
to the Executive Director relating to any threat to O.E.M.C infrastructure or facilities or the water
supply of the City and must fully cooperate with the City and all governmental entities investigating
the threat. The Contractor must, notwithstanding anything contained in the Contract Documents to
the contrary, at no additional cost to the City, adhere, and cause its Subcontractors to adhere, to
any security and safety guidelines developed by the City and furnished to the Contractor from time
to time during the term of the Contract and any extensions of it.
Each employee whom Contractor wishes to have access to an O.E.M.C facility must submit a signed,
completed "Area Access Application" to the O.E.M.C to receive a O.E.M.C Security Badge. If
Contractor wishes a vehicle to have access to a O.E.M.C facility, Contractor must submit a vehicle
access application for that vehicle. The applications will solicit such information as the Executive
Director may require in his discretion, including name, address, date of birth (and for vehicles,
driver's license and appropriate stickers). The Contractor is responsible for requesting and
completing these forms for each employee who will be working at O.E.M.C facilities and all vehicles
to be used on the job site. The Executive Director may grant or deny the application in his sole
discretion. The Contractor must make available to the Executive Director, within one (1) day of
request, the personnel file of any employee who will be working on the project.
At the Executive Director's request, the Contractor and Subcontractor must maintain an
employment history of employees going back five years from the date Contractor began Work or
Services on the project. If requested, Contractor must certify that it has verified the employment
history as required on the form designated by the Executive Director. Contractor must provide the
City, at its request, a copy of the employment history for each employee. Employment history is
subject to audit by the City.
3.6.2.3. Security Badges and Vehicle Permits
O.E.M.C Security Badges and Vehicle Permits will only be issued based upon properly completed
Area Access Application Forms. Employees or vehicles without proper credentials will not be
allowed on O.E.M.C property.
The following rules related to Security Badges and Vehicle Permits must be adhered to:
A. Each employee must wear and display the O.E.M.C Security Badge issued to that employee
on his or her outer apparel at all times.
B. At the sole discretion of the Executive Director and law enforcement officials, including but
not limited to the Chicago Police Department, Cook County Sheriffs Office, Illinois State
Police or any other municipal, state or federal law enforcement agency, all vehicles (and
their contents) are subject to interior and/or exterior inspection entering or exiting
O.E.M.C facilities, and all employees and other individuals entering or exiting O.E.M.C
facilities are subject to searches. Vehicles may not contain any materials other than those
needed for the project. The Executive Director may deny access to any vehicle or
individual in his sole discretion.
C. All individuals operating a vehicle on O.E.M.C property must be familiar and comply with
motor driving regulations and procedures of the State of Illinois and the City of Chicago.
The operator must be in possession of a valid, state-issued Motor Vehicle Operator's Driver
License.
D. All required City stickers and State Vehicle Inspection stickers must be valid.
E. Individuals must remain within their assigned area and haul routes unless otherwise
instructed by the City.

Terms for Professional Services Single Project 09.01.2015 35


F. Access to the Work sites will be as shown or designated on the Contract Documents
Drawings or determined by the Executive Director. The Executive Director may deny
access when, in his sole discretion, the vehicle or individual poses some security risk to
O.E.M.C.
3.6.2.4. Gates and Fences
Whenever the Contractor receives permission to enter O.E.M.C property in areas that are
exit/entrance points not secured by the City, the Contractor may be required to provide gates that
comply with O.E.M.C design and construction standards. Contractor must provide a licensed and
bonded security guard, subject to the Executive Director's approval and armed as deemed
necessary by the Executive Director, at the gates when the gates are in use. O.E.M.C Security will
provide the locks. Failure to provide and maintain the necessary security will result in an immediate
closure by O.E.M.C personnel of the point of access.
Stockpiling materials and parking of equipment or vehicles near O.E.M.C security fencing is
prohibited.
Any security fencing, gates, or alarms damaged by the Contractor or its Subcontractors must be
manned by a licensed and bonded security guard of the Contractor at Contractor's expense until the
damaged items are restored. Contractor must restore them to their original condition within an
eight (8) hour period from the time of notice given by the Executive Director.
Temporary removal of any security fencing, gate or alarm to permit construction must be approved
by the Executive Director, and Contractor must man the site by a licensed and bonded security
guard, approved by and armed as deemed necessary by the Executive Director, at Contractor's
expense, on a twenty-four (24) hour basis during the period of temporary removal. Contractor
must restore the items removed to their original condition when construction is completed.
3.6.2.5. Hazardous or Illegal Materials
Unauthorized hazardous or illegal materials, including but not limited to hazardous materials as
defined in 49 C.F.R. Parts 100-185 (e.g. explosives, oxidizers, radiological materials, infectious
materials), contraband, firearms and other weapons, illegal drugs and drug paraphernalia, may not
be taken on O.E.M.C property. Alcoholic beverages are also prohibited.
3.6.3. Chicago Police Department Security Requirements
As part of Police operations and security, the Contractor must obtain from the Police Department,
Security Badges for each of its employees, subcontractors, material men, invitees or any person(s) over
whom Contractor has control, which must be visibly displayed at all times while at any Police
Department facility. No person will be allowed beyond security checkpoints without a valid Security
Badge. Each such person must submit signed and properly completed application forms to receive
Security Badges. The application forms will solicit such information as the Superintendent may require;
including but not limited to name, address, date of birth (driver's license). The Contractor is responsible
for requesting and completing the form for each employee and subcontractors employee. The
Superintendent may grant or deny the application in his sole discretion. The Contractor must make
available to the Superintendent, within one (1) day of request, the personnel file of any employee who
will be working on the project.
In addition to other rules and regulations, the following rules related to Security Badges, must be
adhered to:
A. Each person must wear and display his or her Security Badge on their outer apparel at all times
while at any Chicago Police Department facility.
B. Individuals must remain within their assigned area unless otherwise instructed by the Chicago
Police Department.
3.6.4. Department of Water Management ("DOWM") Security Requirements
3.6.4.1. Identification of Workers and Vehicles

Terms for Professional Services Single Project 09.01.2015 36


All employees and vehicles working within DOWM facilities must be properly identified. All vehicles
and personnel passes will be issued to the Contractor by the Commissioner, as required.
Contractor, Subcontractors, and employees must return identification material to the Commissioner
upon completion of their respective work within the Project, and in all cases, the Contractor must
return all identification material to the Commissioner after completion of the Project. Final
Contract Payment will not be made until all passes issued have been returned to DOWM Security.
3.6.4.2. Access to Facilities
For purposes of this section, "employee" refers to any individual employed or engaged by
Contractor or by any Subcontractor. If the Contractor, or any employee, in the performance of this
Contract, has or will have access to a Department of Water Management (DOWM) facility, the City
may conduct such background and employment checks, including criminal history record checks and
work permit documentation, as the Commissioner of the Department of Water Management and
the City may deem necessary, on the Contractor, any Subcontractor, or any of their respective
employees. The Commissioner of the Department of Water Management has the right to require
the Contractor to supply or provide access to any additional information the Commissioner deems
relevant. Before beginning work on the project, Contractor must:
Provide the City with a list of all employees requiring access to enable the City to conduct such
background and employment checks;
Deliver to the City consent forms signed by all employees who will work on the project consenting
to the City's and the Contractor's performance of the background checks described in this Section;
and
Deliver to the City consent forms signed by all employees who will require access to the DOWM
facility consenting to the searches described in this Section.
The Commissioner may preclude Contractor, any Subcontractor, or any employee from performing
work on the project. Further, the Contractor must immediately report any information to the
Commissioner relating to any threat to DOWM infrastructure or facilities or the water supply of the
City and must fully cooperate with the City and all governmental entities investigating the threat.
The Contractor must, notwithstanding anything contained in the Contract Documents to the
contrary, at no additional cost to the City, adhere, and cause its Subcontractors to adhere, to any
security and safety guidelines developed by the City and furnished to the Contractor from time to
time during the term of the Contract and any extensions of it.
3.6.4.3. Security Badges and Vehicle Permits
Each employee whom Contractor wishes to have access to a DOWM facility must submit a signed,
completed "Area Access Application" to the DOWM to receive a DOWM Security Badge. If
Contractor wishes a vehicle to have access to a DOWM facility, Contractor must submit a vehicle
access application for that vehicle. The applications will solicit such information as the
Commissioner may require in his discretion, including name, address, date of birth (and for vehicles,
driver's license and appropriate stickers). The Contractor is responsible for requesting and
completing these forms for each employee who will be working at DOWM facilities and all vehicles
to be used on the job site. The Commissioner may grant or deny the application in his sole
discretion. The Contractor must make available to the Commissioner, within one (1) day of request,
the personnel file of any employee who will be working on the project.
At the Commissioner's request, the Contractor and Subcontractor must maintain an employment
history of employees going back five years from the date Contractor began Work or Services on the
project. If requested, Contractor must certify that it has verified the employment history as
required on the form designated by the Commissioner. Contractor must provide the City, at its
request, a copy of the employment history for each employee. Employment history is subject to
audit by the City.

Terms for Professional Services Single Project 09.01.2015 37


DOWM Security Badges and Vehicle Permits will only be issued based upon properly completed
Area Access Application Forms. Employees or vehicles without proper credentials will not be
allowed on DOWM property.
The following rules related to Security Badges and Vehicle Permits must be adhered to:
A. Each employee must wear and display the DOWM Security Badge issued to that employee
on his or her outer apparel at all times.
B. At the sole discretion of the Commissioner and law enforcement officials, including but not
limited to the Chicago Police Department, Cook County Sheriffs Office, Illinois State Police
or any other municipal, state or federal law enforcement agency, all vehicles (and their
contents) are subject to interior and/or exterior inspection entering or exiting DOWM
facilities, and all employees and other individuals entering or exiting DOWM facilities are
subject to searches. Vehicles may not contain any materials other than those needed for
the project. The Commissioner may deny access to any vehicle or individual in his sole
discretion.
C. All individuals operating a vehicle on DOWM property must be familiar and comply with
motor driving regulations and procedures of the State of Illinois and the City of Chicago.
The operator must be in possession of a valid, state-issued Motor Vehicle Operator's Driver
License.
D. All required City stickers and State Vehicle Inspection stickers must be valid.
E. Individuals must remain within their assigned area and haul routes unless otherwise
instructed by the City.
F. Access to the Work sites will be as shown or designated on the Contract Documents
Drawings or determined by the Commissioner. The Commissioner may deny access when,
in his sole discretion, the vehicle or individual poses some security risk to DOWM.
3.6.4.4. Gates and Fences
Whenever the Contractor receives permission to enter DOWM property in areas that are
exit/entrance points not secured by the City, the Contractor may be required to provide gates that
comply with DOWM design and construction standards. Contractor must provide a licensed and
bonded security guard, subject to the Commissioner's approval and armed as deemed necessary by
the Commissioner, at the gates when the gates are in use. DOWM Security will provide the locks.
Failure to provide and maintain the necessary security will result in an immediate closure by DOWM
personnel of the point of access.
Stockpiling materials and parking of equipment or vehicles near DOWM security fencing is
prohibited.
Any security fencing, gates, or alarms damaged by the Contractor or its Subcontractors must be
manned by a licensed and bonded security guard of the Contractor at Contractor's expense until the
damaged items are restored. Contractor must restore them to their original condition within an
eight (8) hour period from the time of notice given by the Commissioner.
Temporary removal of any security fencing, gate or alarm to permit construction must be approved
by the Commissioner, and Contractor must man the site by a licensed and bonded security guard,
approved by and armed as deemed necessary by the Commissioner, at Contractor's expense, on a
twenty-four (24) hour basis during the period of temporary removal. Contractor must restore the
items removed to their original condition when construction is completed.
3.6.4.5. Hazardous or Illegal Materials
Unauthorized hazardous or illegal materials, including but not limited to hazardous materials as
defined in 49 C.F.R. Parts 100-185 (e.g. explosives, oxidizers, radiological materials, infectious

Terms for Professional Services Single Project 09.01.2015 38


materials), contraband, firearms and other weapons, illegal drugs and drug paraphernalia, may not
be taken on DOWM property. Alcoholic beverages are also prohibited.

Terms for Professional Services Single Project 09.01.2015 39


ARTICLE 4. TERMS FOR PROFESSIONAL SERVICES SINGLE PROJECT
4.1. Providing Services
The Contractor must not honor any verbal requests for Services or perform or bill for any Services without
receipt of a written Purchase Order issued by the Department. Any work performed by the Contractor
without a written Purchase Order is done at the Contractors risk. Consequently, in the event a written
Purchase Order is not provided by the City, the Contractor releases the City form any liability whatsoever to
pay for any work performed provided without a Purchase Order.
4.2. Standard of Performance
Contractor must perform all Services required of it under this Contract with that degree of skill, care and
diligence normally shown by a Contractor in the community performing services of a scope and purpose and
magnitude comparable with the nature of the Services to be provided under this Contract. Contractor
acknowledges that it may be entrusted with or may have access to valuable and confidential information and
records of the City and with respect to that information only, Contractor agrees to be held to the standard of
care of a fiduciary.
Contractor must ensure that all Services that require the exercise of professional skills or judgment are
accomplished by professionals qualified and competent in the applicable discipline and appropriately
licensed, if required by law. Contractor must provide the City copies of any such licenses. Contractor
remains responsible for the professional and technical accuracy of all Services or Deliverables furnished,
whether by Contractor or its Subcontractors or others on its behalf. All Deliverables must be prepared in a
form and content satisfactory to the Department and delivered in a timely manner consistent with the
requirements of this Contract.
If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own
expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review,
approval, acceptance or payment for any of the Services by the City does not relieve Contractor of its
responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This
provision in no way limits the City's rights against Contractor either under this Contract, at law or in equity.
Contractor shall not have control over, or charge of, and shall not be responsible for, construction means,
methods, schedules, or delays, or for safety precautions and programs in connection with construction work
performed by others.
To the extent they exist, the City may furnish structural, mechanical, chemical, air, and water pollution and
hazardous materials tests, and other laboratory and environmental tests, inspections, and reports required
by law or by authorities having jurisdiction over any work, or reasonably requested by Contractor.
In the event Contractor's Services include any remodeling, alteration, or rehabilitation work, City
acknowledges that certain design and technical decisions shall be made on assumptions based on available
documents and visual observations of existing conditions.
4.3. Deliverables
In carrying out its Services, Contractor must prepare or provide to the City various Deliverables.
Deliverables include work product, produced by Contractor, including but not limited to written reviews,
reports, recommendations, charts, analysis, designs, plans, specifications, drawings, or other similar
products.
The City may reject Deliverables that do not include relevant information or data, or do not include all
documents or other materials specified in this Contract or reasonably necessary for the purpose for which
the City made this Contract. If the City determines that Contractor has failed to comply with the foregoing
standards, the City has 30 days from the discovery to notify Contractor of its failure. If Contractor does not
correct the failure within 30 days after receipt of notice from the City specifying the failure, then the City, by
written notice, may treat the failure as a default of this Contract.

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Partial or incomplete Deliverables may be accepted for review only when required for a specific and well-
defined purpose for the benefit of the City and when consented to in advance by the City. Such Deliverables
will not be considered as satisfying the requirements of this Contract and the Citys acceptance of partial or
incomplete Deliverables in no way relieves Contractor of its commitments under this Contract.
4.4. Additional Services
Additional Services means those Services which are within the general scope of Services of this Contract, but
beyond the description of services in the Detailed Specifications and all services reasonably necessary to
complete the Additional Services to the standards of performance required by this Contract. Any Additional
Services requested by the Department require the approval by the City through a formal amendment
pursuant to Section 3.1.4.9 of the Standard Terms and Conditions before Contractor is obligated to perform
those Additional Services and before the City becomes obligated to pay for those Additional Services.
4.5. Timeliness of Performance
Contractor must provide the Services and Deliverables within the term and within the time limits required
under this Contract, pursuant to Detailed Specifications or as specified in the applicable Task Order or
Purchase Order. Further, Contractor acknowledges that TIME IS OF THE ESSENCE and that the failure of
Contractor to comply with the time limits may result in economic or other losses to the City.
Neither Contractor nor its agents, employees or Subcontractors are entitled to any damages from the City,
nor is any party entitled to be reimbursed by the City, for damages, charges or other losses or expenses
incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not
caused by the City.
4.6. Suspension
The City may at any time request that Contractor suspend its Services, or any part of them, by giving 15 days
prior written notice to Contractor or upon informal oral, or even no notice, in the event of emergency. No
costs incurred after the effective date of such suspension are allowed. Contractor must promptly resume its
performance of the Services under the same terms and conditions as stated in this Contractor upon written
notice by the Chief Procurement Officer and such equitable extension of time as may be mutually agreed
upon by the Chief Procurement Officer and Contractor when necessary for continuation or completion of
Services. Any additional costs or expenses actually incurred by Contractor as a result of recommencing the
Services must be treated in accordance with the compensation provisions of this Contract.
No suspension of this Contract is permitted in the aggregate to exceed a period of 45 days within any one
year of this Contract. If the total number of days of suspension exceeds 45 days, Contract by written notice
to the City may treat the suspension as an early termination of this Agreement under the "Standard Terms
and Conditions."
4.7. Personnel
4.7.1. Adequate Staffing
Contractor must, upon receiving a fully executed copy of this Contract, assign and maintain during the
term of this Contract and any extension of it an adequate staff of competent personnel that is fully
equipped, licensed as appropriate, available as needed, qualified and assigned to perform the Services.
The level of staffing may be revised from time to time by notice in writing from Contractor to the City
with a detailed explanation and/or justification only with prior written consent of the Commissioner,
which consent the Commissioner will not withhold unreasonably. The City may also from time to time
request that the Contractor adjust staffing levels to reflect workload and level of required Services or
Additional Services.
4.7.2. Key Personnel
In selecting the Contractor for this Contract the City relied on the qualifications and experience of those
persons identified by Contractor by name as performing the Services ("Key Personnel"). Contractor
must not reassign or replace Key Personnel without the written consent of the Commissioner, which
consent the Commissioner will not unreasonably withhold. The Commissioner may at any time in
writing notify Contractor that the City will no longer accept performance of Services under this Contract

41
by one or more Key Personnel. Upon that notice Contractor must immediately suspend the services of
such person(s) and provide a replacement of comparable qualifications and experience who is
acceptable to the Commissioner. Contractor's Key Personnel, if any, are identified in the Scope of
Services / Detailed Specifications portion of this Contract.
4.7.3. Salaries and Wages
Contractor and any subcontractors must pay all salaries and wages due all employees performing
Services under this Contract unconditionally and at least once a month without deduction or rebate on
any account, except only for those payroll deductions that are mandatory by law or are permitted under
applicable law and regulations. If in the performance of this Contract Contractor underpays any such
salaries or wages, the Comptroller for the City may withhold, out of payments due to Contractor, an
amount sufficient to pay to employees underpaid the difference between the salaries or wages required
to be paid under this Agreement and the salaries or wages actually paid these employees for the total
number of hours worked. The amounts withheld may be disbursed by the Comptroller for and on
account of Contractor to the respective employees to whom they are due. The parties acknowledge that
this paragraph is solely for the benefit of the City and that it does not grant any third party beneficiary
rights.
4.8. Ownership of Documents
Except as otherwise agreed to in advance by the Commissioner in writing, all Deliverables, data, findings or
information in any form prepared or provided by Contractor or provided by City under this Contract are
property of the City, including all copyrights inherent in them or their preparation. During performance of its
Services, Contractor is responsible for any loss or damage to the Deliverables, data, findings or information
while in Contractor's or any Subcontractor's possession. Any such lost or damaged Deliverables, data,
findings or information must be restored at Contractors expense. If not restorable, Contractor must bear
the cost of replacement and of any loss suffered by the City on account of the destruction. Notwithstanding
the foregoing, Contractor shall retain all rights to its standard details and specifications and proprietary
software, and nothing in this section shall be construed to be a transfer of rights which are not owned by
Contractor.
4.9. Copyright Ownership and other Intellectual Property
Contractor and the City intend that, to the extent permitted by law, the Deliverables to be produced by
Contractor at the City's instance and expense under this Contract are conclusively considered "works made
for hire" within the meaning and purview of Section 101 of the United States Copyright Act, 17 US.C. 101 et
seq., and that the City will be the sole copyright owner of the Deliverables and of aspects, elements and
components of them in which copyright can subsist, and which are owned and transferable by, and of all
rights to apply for copyright registration or prosecute any claim of infringement. To the extent that any
Deliverable does not qualify as a "work made for hire", Contractor hereby irrevocably grants, conveys,
bargains, sells, assigns, transfers and delivers to the City, its successors and assigns, all right, title and interest
in and to the copyright and all U.S. and foreign copyright registrations, copyright applications and copyright
renewals for them, and other intangible, intellectual property embodied in or pertaining to the Deliverables
prepared for the City under this Contract and all goodwill relating to them, free and clear of any liens, claims
or other encumbrances, to the fullest extent permitted by law. Notwithstanding the foregoing, Contractor
shall retain all rights to its standard details and specifications and proprietary software, and nothing in this
section shall be construed as a transfer of rights, which are not owned by Contractor. Contractor shall have
no liability or duty whatsoever for any modification or change of the Deliverables or work, without
Contractor's direct involvement and consent.
Contractor will, and will cause all of its Subcontractors, employees, agents and other persons within its
control to, execute all documents and perform all acts that the City may reasonably request in order to assist
the City in perfecting its rights in and to the copyrights relating to the Deliverables, at the sole expense of the
City. Contractor warrants to the City, its successors and assigns, that, on the date of delivery, except as
expressly stated otherwise in writing to the Commissioner or before that date: (a) Contractor will be the
lawful owner of good and marketable title in and to the copyrights for the Deliverables it prepared, (b)
Contractor will have the legal rights to fully assign the copyrights, (c) Contractor will not assign any

42
copyrights and will not grant any licenses, exclusive or nonexclusive, to any other party (except pursuant to
(3) below), (d) Contractor is not a party to any other agreements or subject to any other restrictions with
respect to the Deliverables, (e) the Deliverables will be complete, entire and comprehensive within the
standard of performance under Section 4.2 of this Contract, and (f) the Deliverables will constitute works of
original authorship.
4.9.1. Patents
If any invention, improvement, or discovery of the Contractor or its Subcontractors is conceived or first
actually reduced to practice during performance of or under this Contract, and that invention,
improvement, or discovery is patentable under the laws of the United States of America or any foreign
country, the Contractor must notify the City immediately and provide the City a detailed report
regarding such invention, improvement, or discovery. If the City determines that patent protection for
such invention, improvement, or discovery should be sought, Contractor agrees to seek patent
protection for such invention, improvement, or discovery and to fully cooperate with the City
throughout the patent process. The Contractor must transfer to the City, at no cost, the patent in any
invention, improvement, or discovery developed under this Contract and any patent rights to which the
Contractor purchases ownership with funds provided to it under this Contract.
4.9.2. Indemnity
Without limiting any of its other obligations under this Contract and in addition to any other obligations
to indemnity under this Contract, Contractor must, upon request by the City, indemnify, save, and hold
harmless the City, and if this Contract is federally funded the Federal Government, and their respective
officers, agents, and employees acting within the scope of their original duties against any liability,
including costs and expenses, resulting from any willful or intentional violation by the Contractor of
proprietary rights, copyrights, or right of privacy, arising out of the publication, translation,
reproduction, delivery, use or disposition of any Deliverables furnished under the Contract. The
Contractor is not required to indemnify the City or Federal Government for any such liability arising out
of the wrongful acts of employees or agents of the City or Federal Government.
4.10. Approvals
Whenever Contractor is required to obtain prior written approval, the effect of any approval that may be
granted pursuant to Contractor's request is prospective only from the later of the date approval was
requested or the date on which the action for which the approval was sought is to begin. In no event is
approval permitted to apply retroactively to a date before the approval was requested.
4.11. Cooperation
Contractor must at all times cooperate fully with the City and act in the City's best interests. If this Contract
is terminated for any reason, or if it is to expire on its own terms, Contractor must make every effort to
assure an orderly transition to another provider of the services, if any, orderly demobilization of its own
operations in connection with the services, uninterrupted provision of services during any transition period
and must otherwise comply with the reasonable requests and requirements of the City in connection with
the termination or expiration.
4.12. Compliance with the Americans with Disabilities Act and Other Laws Concerning Accessibility
Contractor covenants that all designs, plans and drawings produced or utilized under this Contract will
address and comply with all federal, state and local laws and regulations regarding accessibility standards for
persons with disabilities or environmentally limited persons including the following: the Americans with
Disabilities Act of 1990, 42 U.S.C. 12101 et seq. and the Americans with Disabilities Act Accessibility
Guidelines for Buildings and Facilities ("ADAAG"); the Architectural Barriers Act, Pub. L. 90-480 (1968), and
the Uniform Federal Accessibility Standards ("UFAS"); and the Illinois Environmental Barriers Act, 410 ILCS
25/1 et seq., and all regulations promulgated thereunder , see Illinois Administrative Code, Title 71, Chapter
1, Section 400.110. If the above standards are inconsistent, Contractor must assure that its designs, plans,
and drawings comply with the standard providing the greatest accessibility. Also, Contractor must, prior to
construction, review the plans and specifications to insure compliance with these standards. If Contractor
fails to comply with the foregoing standards, the City may, without limiting any of its remedies set forth in

43
this contractor or otherwise available at law, in equity or by statute, require Contractor to perform again, at
no expense, all services required to be re-performed as a direct or indirect result of such failure.
4.13. Reimbursement for Travel
In the event that reimbursable travel is required for this contract and authorized by the City, any travel
expenses will reimbursed only in accordance with the then-current City of Chicago Travel Reimbursement
Guidelines . The Guidelines may be downloaded from the Internet at: http://www.cityofchicago.org/Forms.
The direct link is:
http://www.cityofchicago.org/content/dam/city/depts/dps/ContractAdministration/Forms/CityofChicago_Tr
avelGuidelines.pdf.
4.14. Multi Project Labor Agreement (PLA)
The City has entered into the PLA with various trades regarding projects involving construction, demolition,
maintenance, rehabilitation, and/or renovation work, as described in the PLA, a copy of which may be found
on the Citys website at: http://www.cityofchicago.org/dam/city/depts/dps/RulesRegulations/Multi-
ProjectLaborAgreement-PLAandSignatoryUnions.pdf.
To the extent that this Contract involves a project that is subject to the PLA, Contractor acknowledges
familiarity with the requirements of the PLA and its applicability to any Work under this Contract, and shall
comply in all respects with the PLA.
ARTICLE 5. SCOPE OF WORK AND DETAILED SPECIFICATIONS
5.1. Scope of Services
This Contract is for Onboarding and Training for Civilian Office of Police Accountability (COPA).
More specifically, the Services that Contractor must provide are described in Exhibit 1, "Scope of Services
and Time Limits for Performance."
This description of Services is intended to be general in nature and is neither a complete description of
Contractor's Services nor a limitation on the Services that Contractor is to provide under this Contract.
5.2. List of Key Personnel
Key Personnel are listed in Exhibit ___.
5.3. Term of Performance
This Contract takes effect as of the Effective Date and continues for 12 months, unless terminated earlier or
extended pursuant to the terms of this contract.
The City will establish the start and expiration dates at the time of formal award and release of this contract.
5.4. Contract Extension Option
The City has the option to extend the term of this Contract for one additional 12-month term beyond the 12
-month term set forth above, subject to acceptable performance by the Contractor and contingent upon the
appropriation of sufficient funds for the procurement of services provided for in this Contract.
Before expiration of the then current term, the Chief Procurement Officer will give the Contractor notice, in
writing, that the City is exercising its option to renew the Contract for the approaching option period. The
date on which the Chief Procurement Officer gives notice is the date the notice is mailed, if it is mailed, or
the date the notice is delivered, if sent by courier or messenger service.
The 181 day extension for the purposes of providing continuity of service, described in the Standard Terms
and Conditions article of this Contract, may be exercised in lieu of an option period or following the
exhaustion of all option periods and does not require formal amendment of the Contract.
5.5. Payment
5.5.1. Basis of Payment
The City will pay Contractor according to the Schedule of Compensation in the attached Exhibit 2 for the
completion of the Services in accordance with this Agreement, including the standard of performance
found in "Special Conditions for Professional Services Contracts," above.

44
5.5.2. Method of Payment
Contractor must submit monthly invoices to the City for costs billed, as outlined in the Schedule of
Compensation in Exhibit 2. The invoices must be in such detail as the City requests. The City will process
payment within 60 days after receipt of invoices and all supporting documentation necessary for the City
to verify the Services provided under this Agreement.
5.5.3. Centralized Invoice Processing
Unless stated otherwise in the Detailed Specifications, this Contract is subject to Centralized Invoice
Processing ("CIP"). Invoices must be submitted directly to the Comptroller's office by US Postal Service
mail to the following address as appropriate:
Invoices for any City department other than the Department of Aviation:
Invoices
City of Chicago, Office of the City Comptroller
121 N. LaSalle St., Room 700, City Hall
Chicago, IL 60602

Invoices for the Department of Aviation:


Chicago Department of Aviation
10510 W. Zemke Blvd.
P.O. Box 66142
Chicago, IL 60666
Attn: Finance Department
OR
Invoices for any department, including Aviation, may be submitted via email to:
[email protected] with the word "INVOICE" in the subject line.
All invoices must be signed, marked "original," and include the following information or payment will be
delayed:
Invoice number and date
Contract/Purchase Order number
Blanket Release number (if applicable)
Vendor name and/or number
Remittance address
Name of City Department that ordered the goods or services
Name and phone number of your contact at the ordering department
Invoice quantities, commodity codes, description of deliverable(s)
Amount due
Receipt number (provided by the ordering department after delivery of goods/services)
Invoice quantities, service description, unit of measure, pricing and/or catalog information must
correspond to the terms of the Compensation Schedule.
If applicable, if invoicing Price List/Catalog items, indicate Price List/Catalog number, item number, Price
List/Catalog date, and Price List/Catalog page number on the invoice.
Invoices for over-shipments or items with price/wage escalations will be rejected unless the Contract
includes a provision for such an adjustment.
Freight, handling and shipping costs are not to be invoiced; deliveries are to be made F.O.B., City of
Chicago. The City of Chicago is exempt from paying State of Illinois sales tax and Federal excise taxes on
purchases.

45
Contractor must not submit invoices for less than $500 unless a particular invoice is for last payment
related to closeout of services.
The City may change its invoice submission and processing procedure during the term of this Contract.
Should a change occur, the City will notify Contractor of the new procedure which the Contractor will
then be required to follow.
5.5.4. Criteria for Payment
The reasonableness, allocability, and allowability of any costs and expenses charged by Contractor under
this contract will be determined by the Chief Procurement Officer and the Commissioner in their sole
discretion.
In the event of a dispute between Contractor and the City as to whether any particular charge will be
paid, or as to whether the amount of such charge is reasonable, allocable to the services under the
contract, or allowable, the Contractor must, and the Department may, refer such dispute to the Chief
Procurement Officer for resolution in accordance with the Contract Disputes section of this contract.
The City will not withhold payment for undisputed sums on such invoice while a dispute is being
resolved.
5.6. Funding
The source of funds for payments under this Contract is Fund number 0100-0562005-0140-220140 and
various. Payments under this Agreement must not exceed $_____________ without a written amendment in
accordance with the Amendments section of the "Standard Terms and Conditions" above. Funding for this
Contract is subject to the availability of funds and their appropriation by the City Council of the City.

46
CITY OF CHICAGO
Department of Procurement Services
Jamie L. Rhee, Chief Procurement Officer
121 North LaSalle Street, Room 806
Chicago, Illinois 60602-1284

Fax: 312-744-3281

MBE & WBE SPECIAL CONDITIONS FOR COMMODITIES OR SERVICES CONTRACTS

ARTICLE 6. SPECIAL CONDITIONS REGARDING MINORITY BUSINESS ENTERPRISE COMMITMENT AND


WOMEN BUSINESS ENTERPRISE COMMITMENT FOR COMMODITIES OR SERVICES
6.1. Policy and Terms
It is the policy of the City of Chicago that Local Businesses certified as Minority Owned Business Enterprises
(MBE) and Women Owned Business Enterprises (WBE) in accordance with Section 2-92-420 et seq. of the
Municipal Code of Chicago and Regulations Governing Certification of Minority and Women-owned Businesses
and all other Regulations promulgated under the aforementioned sections of the Municipal Code, as well as
MBEs and WBEs certified by Cook County, Illinois, will have full and fair opportunities to participate fully in the
performance of this contract. Therefore, the Contractor will not discriminate against any person or business
on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual
orientation, marital status, parental status, military discharge status or source of income and will take
affirmative action to ensure that women and minority businesses will have the maximum opportunity to
compete for and perform subcontracts for supplies or services.
Pursuant to Section 2-92-430 of the Municipal Code of Chicago, the Chief Procurement Officer has established
a goal of awarding not less than 25% of the annual dollar value of all non-construction contracts to certified
MBEs and 5% of the annual dollar value of all non-construction contracts to certified WBEs.
Accordingly, the Contractor commits to make Good Faith Efforts to expend at least the following percentages
of the total contract price (inclusive of any and all modifications and amendments), if awarded, for contract
participation by MBEs and WBEs:
MBE Percentage WBE Percentage
25% 5%
This commitment is met by the Contractor's status as a MBE or WBE, or by a joint venture with one or more
MBEs or WBEs as prime contractor (to the extent of the MBE or WBE participation in such joint venture), or by
subcontracting a portion of the work to one or more MBEs or WBEs, or by the purchase of materials used in
the performance of the contract from one or more MBEs or WBEs, or by the indirect participation of MBEs or
WBEs in other aspects of the Contractor's business (but no dollar of such indirect MBE or WBE participation
will be credited more than once against a Contractors MBE or WBE commitment with respect to all
government Contracts of such Contractor), or by any combination of the foregoing.
Note: MBE/WBE participation goals are separate and those businesses certified with the City of Chicago as
both MBE and WBE may only be listed on a bidders compliance plan as either a MBE or a WBE, but not both
to demonstrate compliance with the Contract Specific Goals.
As noted above, the Contractor may meet all or part of this commitment by contracting with MBEs or WBEs
for the provision of goods or services not directly related to the performance of this Contract. However, in
determining the manner of MBE/WBE participation, the Contractor will first consider involvement of
MBEs/WBEs as joint venture partners, subcontractors, and suppliers of goods and services directly related to
the performance of this Contract. In appropriate cases, the Chief Procurement Officer will require the

M/WBE Special Conditions for Commodities & Services 05.09.2014 47


Contractor to demonstrate the specific efforts undertaken by it to involve MBEs and WBEs directly in the
performance of this Contract.
The Contractor also may meet all or part of this commitment through credits received pursuant to Section 2-
92-530 of the Municipal Code of Chicago for the voluntary use of MBEs or WBEs in private sector contracts.

Pursuant to 2-92-535, the prime contractor may apply be awarded an additional 0.333 percent credit, up to a
maximum of a total of 5 percent additional credit, for every 1 percent of the value of a contract self-
performed by MBEs or WBEs, or combination thereof, that have entered into a mentor agreement with the
contractor. This up to 5% may be applied to the Contract Specific Goals, or it may be in addition to the
Contract Specific Goals.

6.2. Definitions
"Area of Specialty" means the description of an MBE or WBE firms business which has been determined by
the Chief Procurement Officer to be most reflective of the MBE or WBE firms claimed specialty or expertise.
Each MBE/WBE letter of certification contains a description of the firms Area of Specialty. This information is
also contained in the Directory (defined below). Credit toward this Contracts MBE and WBE participation
goals shall be limited to the participation of firms performing within their Area of Specialty.
NOTICE: The City of Chicago does not make any representation concerning the ability of any MBE/WBE to
perform work within their Area of Specialty. It is the responsibility of all contractors to determine the
capability and capacity of MBEs/WBEs to satisfactorily perform the work proposed.
"B.E.P.D." means an entity certified as a Business enterprise owned or operated by people with disabilities as
defined in MCC Section 2-92-586.
"Bid" means a bid, proposal, or submittal detailing a description of the services or work to be provided by the
contractor in response to a bid solicitation, request for proposal, request for qualification of task order request
(issued in accordance with the Master Consulting Agreement) that is issued by the City.
"Bidder" means any person or business entity that submits a bid, proposal, qualification or submittal that
seeks to enter into a contract with the City, and includes all partners, affiliates and joint ventures of such
person or entity.
"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 commercially useful function other than
acting as a conduit between his or her supplier and his or her customer.
"Chief Procurement Officer" or "CPO" means the chief procurement officer of the City of Chicago or his or her
designee.
"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,
evidencing the responsibilities and risks of a business owner such as negotiating the terms of (sub)contracts,
taking on a financial risk commensurate with the contract or its subcontract, responsibility for acquiring the
appropriate lines of credit and/or loans, or fulfilling responsibilities as a joint venture partner as described in
the joint venture agreement.
"Contract Specific Goals" means the subcontracting goals for MBE and WBE participation established for a
particular contract.
"Contractor" means any person or business entity that has entered into a contract with the City as described
herein, and includes all partners, affiliates, and joint ventures of such person or entity.
"Direct Participation" the value of payments made to MBE or WBE firms for work that is performed in their
Area of Specialty directly related to the performance of the subject matter of the Contract will count as Direct
Participation toward the Contract Specific Goals.

M/WBE Special Conditions for Commodities & Services 05.09.2014 48


"Directory" means the Directory of Certified "Minority Business Enterprises" and "Women Business
Enterprises" maintained and published by the City of Chicago. The Directory identifies firms that have been
certified as MBEs and WBEs, and includes both the date of their last certification and the area of specialty in
which they have been certified. Contractors are responsible for verifying the current certification status of all
proposed MBE, and WBE firms.
"Good Faith Efforts" means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal
that the CPO or his or her designee has determined, by their scope, intensity, and appropriateness to the
objective, can reasonably be expected to fulfill the programs requirements.
"Indirect Participation" refers to the value of payments made to MBE or WBE firms for work that is done in
their Area of Specialty related to other aspects of the Contractors business. (Note: no dollar of such indirect
MBE or WBE participation shall be credited more than once against a contractors MBE or WBE commitment
with respect to all government contracts held by that contractor.)
"Joint venture" means an association of a MBE or WBE firm and one or more other firms to carry out a single,
for-profit business enterprise, for which each joint venture partner contributes property, capital, efforts, skills
and knowledge, and in which the MBE or WBE is responsible for a distinct, clearly defined portion of the work
of the contract and whose share in the capital contribution, control, management, risks, and profits of the
joint venture are commensurate with its ownership interest.
"Mentor-Protg Agreement" means an agreement between a prime and MBE or WBE subcontractor
pursuant to MCC 2-92-535, that is approved by the City of Chicago and complies with all requirements of MCC
2-92-535 and any rules and regulations promulgated by the Chief Procurement Officer.
"Minority Owned Business Enterprise" or "MBE" means a firm awarded certification as a minority owned and
controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification
as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that
has been found ineligible or which has been decertified by the City or Cook County.
"Municipal Code of Chicago" or "MCC" means the Municipal Code of the City of Chicago.
"Supplier" or "Distributor" refers to a company that owns, operates, or maintains a store, warehouse or other
establishment in which materials, supplies, articles or equipment are bought, kept in stock and regularly sold
or leased to the public in the usual course of business. A regular distributor or supplier is a firm that owns,
operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required
for performance of a contract are bought, kept in stock, and regularly sold to the public in the usual course of
business. To be a regular distributor the firm must engage in, as its principal business and in its own name, the
purchase and sale of the products in question. A regular distributor in such bulk items as steel, cement,
gravel, stone, and petroleum products need not keep such products in stock if it owns or operates distribution
equipment.
"Women Owned Business Enterprise" or "WBE" means a firm awarded certification as a women owned and
controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification
as a women owned business by Cook County, Illinois. However, it does not mean a firm that has been found
ineligible or which has been decertified by the City or Cook County.
6.3. Joint Ventures
The formation of joint ventures to provide MBEs and WBEs with capacity and experience at the prime
contracting level, and thereby meet Contract Specific Goals (in whole or in part) is encouraged. A joint
venture may consist of any combination of MBEs, WBEs, and non-certified firms as long as one member is an
MBE or WBE.
a. The joint venture may be eligible for credit towards the Contract Specific Goals only if:
i. The MBE or WBE joint venture partners share in the capital contribution, control,
management, risks and profits of the joint venture is equal to its ownership interest;

M/WBE Special Conditions for Commodities & Services 05.09.2014 49


ii. The MBE or WBE joint venture partner is responsible for a distinct, clearly defined
portion of the requirements of the contract for which it is at risk;
iii. Each joint venture partner executes the bid to the City; and
iv. The joint venture partners have entered into a written agreement specifying the terms
and conditions of the relationship between the partners and their relationship and
responsibilities to the contract, and all such terms and conditions are in accordance with
the conditions set forth in Items i, ii, and iii above in this Paragraph a.
b. The Chief Procurement Officer shall evaluate the proposed joint venture agreement, the
Schedule B submitted on behalf of the proposed joint venture, and all related documents to
determine whether these requirements have been satisfied. The Chief Procurement Officer shall
also consider the record of the joint venture partners on other City of Chicago contracts. The
decision of the Chief Procurement Officer regarding the eligibility of the joint venture for credit
towards meeting the Contract Specific Goals, and the portion of those goals met by the joint
venture, shall be final.
The joint venture may receive MBE or WBE credit for work performed by the MBE or WBE joint
venture partner(s) equal to the value of work performed by the MBE or WBE with its own forces
for a distinct, clearly defined portion of the work.
Additionally, if employees of the joint venture entity itself (as opposed to employees of the MBE
or WBE partner) perform the work, then the value of the work may be counted toward the
Contract Specific Goals at a rate equal to the MBE or WBE firms percentage of participation in
the joint venture as described in Schedule B.
The Chief Procurement Officer may also count the dollar value of work subcontracted to other
MBEs and WBEs. Work performed by the forces of a non-certified joint venture partner shall not
be counted toward the Contract Specific Goals.
c. Schedule B: MBE/WBE Affidavit of Joint Venture
Where the bidders Compliance Plan includes the participation of any MBE or WBE as a joint
venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture
agreement. These documents must both clearly evidence that the MBE or WBE joint venture
partner(s) will be responsible for a clearly defined portion of the work to be performed, and that
the MBEs or WBEs responsibilities and risks are proportionate to its ownership percentage. The
proposed joint venture agreement must include specific details related to:
i. The parties contributions of capital, personnel, and equipment and share of the costs of
insurance and bonding;
ii. Work items to be performed by the MBEs or WBEs own forces and/or work to be
performed by employees of the newly formed joint venture entity;
iii. Work items to be performed under the supervision of the MBE or WBE joint venture
partner; and
iv. The MBEs or WBEs commitment of management, supervisory, and operative
personnel to the performance of the contract.
NOTE: Vague, general descriptions of the responsibilities of the MBE or WBE joint venture partner do not
provide any basis for awarding credit. For example, descriptions such as "participate in the budgeting
process," "assist with hiring," or "work with managers to improve customer service" do not identify distinct,
clearly defined portions of the work. Roles assigned should require activities that are performed on a regular,
recurring basis rather than as needed. The roles must also be pertinent to the nature of the business for
which credit is being sought. For instance, if the scope of work required by the City entails the delivery of
goods or services to various sites in the City, stating that the MBE or WBE joint venture partner will be

M/WBE Special Conditions for Commodities & Services 05.09.2014 50


responsible for the performance of all routine maintenance and all repairs required to the vehicles used to
deliver such goods or services is pertinent to the nature of the business for which credit is being sought.
6.4. Counting MBE/WBE Participation Toward the Contract Specific Goals
Refer to this section when preparing the MBE/WBE compliance plan and completing Schedule D-1 for
guidance on what value of the participation by MBEs and WBEs will be counted toward the stated Contract
Specific Goals. The "Percent Amount of Participation" depends on whether and with whom a MBE or WBE
subcontracts out any portion of its work and other factors.
Firms that are certified as both MBE and WBE may only be listed on a bidders compliance plan as either a
MBE or a WBE to demonstrate compliance with the Contract Specific Goals. For example, a firm that is
certified as both a MBE and a WBE may only be listed on the bidders compliance plan under one of the
categories, but not both. Only Payments made to MBE and WBE firms that meet BOTH the Commercially
Useful Function and Area of Specialty requirements above will be counted toward the Contract Specific Goals.
a. Only expenditures to firms that perform a Commercially Useful Function as defined above may
count toward the Contract Specific Goals.
i. The CPO will determine whether a firm is performing a commercially useful function by
evaluating 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.
ii. A MBE or WBE does not perform a commercially useful function if its participation is
only required to receive payments in order to obtain the appearance of MBE or WBE
participation. The CPO may examine similar commercial transactions, particularly those
in which MBEs or WBEs do not participate, to determine whether non MBE and non
WBE firms perform the same function in the marketplace to make a determination.
iii. Indications that a subcontractor is not performing a commercially useful function
include, but are not limited to, labor shifting and equipment sharing or leasing
arrangements with the prime contractor or a first tier subcontractor.
b. Only the value of the dollars paid to the MBE or WBE firm for work that it performs in its Area of
Specialty in which it is certified counts toward the Contract Specific Goals.
c. For maintenance, installation, repairs or inspection, or professional services, if the MBE or WBE
performs the work itself: 100% of the value of work actually performed by the MBEs or WBEs
own forces shall be counted toward the Contract Specific Goals, including the cost of supplies
and materials purchased or equipment leased by the MBE or WBE from third parties or second
tier subcontractors in order to perform its (sub)contract with its own forces (except supplies and
equipment the MBE or WBE subcontractor purchases or leases from the prime contractor or its
affiliate). 0% of the value of work at the project site that a MBE or WBE subcontracts to a non-
certified firm counts toward the Contract Specific Goals.
d. If the MBE or WBE is a manufacturer: 100% of expenditures to a MBE or WBE manufacturer for
items needed for the Contract shall be counted toward the Contract Specific Goals. A
manufacturer is a firm that operates or maintains a factory or establishment that produces on
the premises the materials or supplies obtained by the bidder or contractor.
e. If the MBE or WBE is a distributor or supplier: 60% of expenditures for materials and supplies
purchased from a MBE or WBE that is certified as a regular dealer or supplier shall be counted
toward the Contract Specific Goals.
f. If the MBE or WBE is a broker:
i. Zero percent (0%) of expenditures paid to brokers will be counted toward the Contract
Specific Goals.

M/WBE Special Conditions for Commodities & Services 05.09.2014 51


ii. As defined above, Brokers provide no commercially useful function.
g. If the MBE or WBE is a member of the joint venture contractor/bidder:
i. A joint venture may count the portion of the total dollar value of the contract equal to
the distinct, clearly defined portion of the work of the contract that the MBE or WBE
performs with its own forces toward the Contract Specific Goals; or
ii. If employees of this distinct joint venture entity perform the work then the value of the
work may be counted toward the Contract Specific Goals at a rate equal to the MBE or
WBE firms percentage of participation in the joint venture as described in the Schedule
B.
iii. A joint venture may also count the dollar value of work subcontracted to other MBEs
and WBEs.
h. If the MBE or WBE subcontracts out any of its work:
i. 100% of the value of the work subcontracted to other MBEs or WBEs performing work
in its Area of Specialty may be counted toward the Contract Specific Goals.
ii. 0% of the value of work that a MBE or WBE subcontracts to a non-certified firm counts
toward the Contract Specific Goals (except as allowed by (c) above).
iii. The fees or commissions charged for providing a bona fide service, such as professional,
technical, consulting or managerial services or for providing bonds or insurance 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 Chief Procurement Officer to be reasonable and not excessive as
compared with fees customarily allowed for similar services.
iv. The fees charged for delivery of materials and supplies required on a job site (but not
the cost of the materials and supplies themselves) when the hauler, trucker, or delivery
service is not also the manufacturer of or a regular dealer in the materials and supplies,
provided that the fee is determined by the Chief Procurement Officer to be reasonable
and not excessive as compared with fees customarily allowed for similar services.
v. The fees or commissions charged for providing any bonds or insurance, but not the cost
of the premium itself, specifically required for the performance of the Contract,
provided that the fee or commission is determined by the Chief Procurement Officer to
be reasonable and not excessive as compared with fees customarily allowed for similar
services.
6.5. Regulations Governing Reductions to or Waiver of MBE/WBE Goals
The following Regulations set forth the standards to be used in determining whether or not a reduction or
waiver of the MBE/WBE commitment goals of a particular contract is appropriate. If a bidder determines that
it is unable to meet the MBE and/or WBE Contract-Specific Goals on a City of Chicago contract, a written
request for the reduction or waiver of the commitment must be included in the bid or proposal.
The written request for reduction or waiver from the commitment must be in the form of a signed petition for
grant of relief from the MBE/WBE percentages submitted on the bidder's letterhead, and must demonstrate
that all required efforts as set forth in this document were taken to secure eligible Minority and Women
Business Enterprises to meet the commitments. The Chief Procurement Officer or designee shall determine
whether the request for the reduction or waiver will be granted.
A bidder will be considered responsive to the terms and conditions of these Regulations if, at the time of bid, it
submits a waiver request and all supporting documentation that adequately addresses the conditions for
waiver of MBE/WBE goals, including proof of notification to assist agencies except:

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Bidders responding to Request for Proposals (RFPs) who have been identified as a short listed
candidate and/or a prospective awardee will be given a designated time allowance, but no more than
fourteen (14) calendar days to submit to the Department of Procurement Services complete
documentation that adequately addresses the conditions for waiver described herein; and
Bidders responding to Request for Information and or Qualifications (RFI/RFQs) deemed by the Chief
Procurement Officer or authorized designee to be the most responsive and responsible shall submit
documentation that adequately addresses the conditions for waiver described herein during
negotiations.
Failure to submit documentation sufficient to support the waiver request will cause the bid/proposal to be
found non-responsive by the Chief Procurement Officer, and the bid/proposal will be rejected. In such cases
the remedies to be taken by the Chief Procurement Officer, in his or her discretion, may include, but are not
limited to, forfeiture of bid deposit; negotiating with the next lowest bidder; or re-advertising the
bid/proposal. All bidders must submit all required documents at the time of bid opening to expedite the
contract award.
6.5.1. Direct / Indirect Participation
Each of the following elements must be present in order to determine whether or not such a reduction or
waiver is appropriate.
a. The bidder has documented the unsuccessful solicitation for either subcontractors or joint
venture partners of at least 50% (or at least five when there are more than eleven certified firms
in the commodity area) of the appropriate certified MBE/WBE firms to perform any direct or
indirect work identified or related to the advertised bid/proposal. Documentation must include
but is not necessarily limited to:
1. A detailed statement of efforts to identify and select portions of work
identified in the bid solicitation for subcontracting to certified MBE/WBE firms;
2. A listing of all MBE/WBE firms contacted that includes:
o Name, address, telephone number and email of MBE/WBE firms
solicited;
o Date and time of contact;
o Method of contact (written, telephone, transmittal of facsimile
documents, email, etc.)
3. Copies of letters or any other evidence of mailing that substantiates outreach
to MBE/WBE vendors that includes:
o Project identification and location;
o Classification/commodity of work items for which quotations were
sought;
o Date, item and location for acceptance of subcontractor bid proposals;
o Detailed statement which summarizes direct negotiations with
appropriate MBE/WBE firms for specific portions of the work and
indicates why negotiations were unsuccessful;
o Affirmation that Good Faith Efforts have been demonstrated by:
choosing subcontracting opportunities likely to achieve
MBE/WBE goals;
not imposing any limiting conditions which were not
mandatory for all subcontractors;

M/WBE Special Conditions for Commodities & Services 05.09.2014 53


providing notice of subcontracting opportunities to M/WBE
firms and assist agencies at least five (5) business days in
advance of the initial bid due date.

OR

b. Subcontractor participation will be deemed excessively costly when the MBE/WBE subcontractor
proposal exceeds the average price quoted by more than twenty percent (20%). In order to
establish that a subcontractors quote is excessively costly, the bidder must provide the following
information:
1. A detailed statement of the work identified for MBE/WBE participation for which the
bidder asserts the MBE/WBE quote(s) were excessively costly (in excess of 20% higher).
o A listing of all potential subcontractors contacted for a quotation on that work item;
o Prices quoted for the subcontract in question by all such potential subcontractors
for that work item.
2. Other documentation which demonstrates to the satisfaction of the Chief Procurement
Officer that the MBE/WBE proposals are excessively costly, even though not in excess of
20% higher than the average price quoted. This determination will be based on factors
that include, but are not limited to the following:
o The City's estimate for the work under a specific subcontract;
o The bidders own estimate for the work under the subcontract;
o An average of the bona fide prices quoted for the subcontract;
o Demonstrated increase in other contract costs as a result of subcontracting to the
M/WBE or other firm.
6.5.2. Assist Agency Participation in wavier/reduction requests
Every waiver and/or reduction request must include evidence that the bidder has provided timely notice
of the need for subcontractors to an appropriate association/assist agency representative of the
MBE/WBE business community. This notice must be given at least five (5) business days in advance of the
initial bid due date.
The notice requirement of this Section will be satisfied if a bidder contacts at least one of the associations
on Attachment A to these Regulations when the prime contractor seeks a waiver or reduction in the
utilization goals. Attachment B to these Regulations provides the letter format that a prime contractor
may use. Proof of notification prior to bid submittal (e.g. certified mail receipt or facsimile transmittal
receipt) will be required to be submitted with the bid for any bid/proposal to be deemed responsive. If
deemed appropriate, the Contract Compliance Officer may contact the assist agency for verification of
notification.
6.5.3. Impracticability
If the Chief Procurement Officer determines that a lesser MBE and/or WBE percentage standard is
appropriate with respect to a particular contract subject to competitive bidding prior to the bid
solicitations for such contract, bid specifications shall include a statement of such revised standard.
The requirements set forth in these Regulations (this subsection 6.5 "Regulations Governing Reductions
to or Waiver of MBE/WBE Goals") shall not apply where the Chief Procurement Officer determines prior
to the bid solicitations that MBE/WBE subcontractor participation is impracticable.

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This may occur whenever the Chief Procurement Officer determines that for reasons of time, need,
industry practices or standards not previously known by the Chief Procurement Officer, or such other
extreme circumstances as may be deemed appropriate, such a Waiver is in the best interests of the City.
This determination may be made in connection with a particular contract, whether before the contract is
let for bid, during the bid or award process, before or during negotiation of the contract, or during the
performance of the contract.
For all notifications required to be made by bidders, in situations where the Chief Procurement Officer has
determined that time is of the essence, documented telephone contact may be substituted for letter
contact.
6.6. Procedure to Determine Bid Compliance
A bid may be rejected as non-responsive if it fails to submit one or more of the following with its bid
demonstrating its Good Faith Efforts to meet the Contract Specific Goals by reaching out to MBEs and WBEs to
perform work on the contract:
An MBE/WBE compliance plan demonstrating how the bidder plans to meet the Contract Specific
Goals; and/or
A request for reduction or waiver of the Contract Specific Goals in accordance with Section 2-92-450
of the MCC.
Only compliance plans utilizing MBE and WBE firms that meet BOTH the Commercially Useful Function and
Area of Specialty requirements will be counted toward the Contract Specific Goals.
The following Schedules and described documents constitute the bidder's MBE/WBE proposal, and must be
submitted in accordance with the guidelines stated:
(1) Schedule C-1: Letter of Intent from MBE/WBE to Perform as Subcontractor, Supplier and/or
Consultant.
The bidder must submit the appropriate Schedule C-1 with the bid for each MBE and WBE
included on the Schedule D-1. Suppliers must submit the Schedule C-1 for Suppliers, first tier
subcontractors must submit a Schedule C-1 for Subcontractors to the Prime Contractor and
second or lower tier subcontractors must submit a Schedule C-1 for second tier Subcontractors.
The City encourages subcontractors to utilize the electronic fillable format Schedule C-1, which is
available at the Department of Procurement Services website, http://cityofchicago.org/forms.
Each Schedule C-1 must be executed by each MBE and WBE and accurately detail the work to be
performed by the MBE or WBE and the agreed upon rates/prices. Each Schedule C must also
include a separate sheet as an attachment on which the MBE or WBE fully describes its proposed
scope of work, including a description of the commercially useful function being performed by
the MBE or WBE in its Area of Specialty. If a facsimile copy of the Schedule C-1 has been
submitted with the bid, an executed original Schedule C-1 must be submitted by the bidder for
each MBE and WBE included on the Schedule D-1 within five business days after the date of the
bid opening.
Failure to submit a completed Schedule C-1 in accordance with this section shall entitle the City
to deem the bid/proposal non-responsive and therefore reject the bid/proposal.
(2) Letters of Certification.
A copy of each proposed MBE/WBE firm's current Letter of Certification from the City of Chicago
or Cook County Illinois, must be submitted with the bid/proposal. All Letters of Certification
issued by the City of Chicago and Cook County include a statement of the MBE/WBE firm's Area
of Specialty. The MBE/WBE firm's scope of work, as detailed by their Schedule C-1, must
conform to their stated Area of Specialty. Letters of Certification for firms that the City or Cook
County has found ineligible or has decertified will not be accepted.
(3) Schedule B: Affidavit of Joint Venture, and Joint Venture Agreements (if applicable).

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If the bidder's MBE/WBE proposal includes the participation of a MBE/WBE as joint venture on
any tier (either as the bidder or as a subcontractor), the bidder must provide a copy of the joint
venture agreement and a Schedule B along with all other requirements listed in Section 6.3,
"Joint Ventures," above. In order to demonstrate the MBE/WBE partner's share in the
ownership, control, management responsibilities, risks and profits of the joint venture, the
proposed joint venture agreement must include specific details related to: (1) contributions of
capital and equipment; (2) work responsibilities or other performance to be undertaken by the
MBE/WBE; and (3) the commitment of management, supervisory and operative personnel
employed by the MBE/WBE to be dedicated to the performance of the contract. The joint
venture agreement must also clearly define each partners authority to contractually obligate the
joint venture and each partner's authority to expend joint venture funds (e.g., check signing
authority).
(4) Schedule D-1: Required Schedules Regarding MBE/WBE Utilization
Bidders must submit, together with the bid, a completed Schedule D-1 committing them to the
utilization of each listed MBE/WBE firm. The City encourages bidders to utilize the electronic
fillable format Schedule D-1, which is available at the Department of Procurement Services
website, http://cityofchicago.org/forms. Except in cases where the bidder has submitted a
request for a complete waiver of or variance from the MBE/WBE commitment in accordance
with Section 6.5 "Regulations Governing Reductions to or Waiver of MBE/WBE Goals" herein, the
bidder must commit to the expenditure of a specific dollar amount of participation by each
MBE/WBE firm included on their Schedule D-1. The total dollar commitment to proposed MBEs
must at least equal the MBE goal, and the total dollar commitment to proposed WBEs must at
least equal the WBE goal. Bidders are responsible for calculating the dollar equivalent of the MBE
and WBE goals as percentages of their total base bids or in the case of Term Agreements,
depends upon requirements agreements and blanket agreements, as percentages of the total
estimated usage. All commitments made by the bidder's Schedule D-1 must conform to those
presented in the submitted Schedule C-1. If Schedule C-1 is submitted after the opening, the
bidder may submit a revised Schedule D-1 (executed and notarized to conform with the
Schedules C-1). Bidders shall not be permitted to add MBEs or WBEs after bid opening to meet
the Contract Specific Goals, however, contractors are encouraged to add additional MBE/WBE
vendors to their approved compliance plan during the performance of the contract when
additional opportunities for participation are identified. Except in cases where substantial and
documented justification is provided, bidders will not be allowed to reduce the dollar
commitment made to any MBE or WBE in order to achieve conformity between the Schedules C-
1 and D-1.
All commitments for joint venture agreements must be delineated in the Schedule B.
(5) Application for Approval of Mentor Protg Agreement
Any applications for City approval of a Mentor Protg agreement must be included with the bid.
If the application is not approved, the bidder must show that it has made good faith efforts to
meet the contract specific goals.
6.7. Reporting Requirements During the Term of the Contract
a. The Contractor will, not later than thirty (30) calendar days from the award of a contract by the
City, execute formal contracts or purchase orders with the MBEs and WBEs included in their
approved MBE/WBE Utilization Plan. These written agreements will be made available to the
Chief Procurement Officer upon request.
b. The Contractor will be responsible for reporting payments to all subcontractors on a monthly
basis in the form of an electronic report. Upon the first payment issued by the City of Chicago to
the contractor for services performed, on the first day of each month and every month
thereafter, email and or fax audit notifications will be sent out to the Contractor with instructions
to report payments that have been made in the prior month to each subcontractor. The

M/WBE Special Conditions for Commodities & Services 05.09.2014 56


reporting of payments to all subcontractors must be entered into the Certification and
Compliance Monitoring System (C2), or whatever reporting system is currently in place, on or
before the fifteenth (15th) day of each month.
c. Once the prime Contractor has reported payments made to each subcontractor, including zero
dollar amount payments, the subcontractor will receive an email and or fax notification
requesting them to log into the system and confirm payments received. All monthly
confirmations must be reported on or before the 20th day of each month. Contractor and
subcontractor reporting to the C2 system must be completed by the 25th of each month or
payments may be withheld.
d. All subcontract agreements between the contractor and MBE/WBE firms or any first tier non-
certified firm and lower tier MBE/WBE firms must contain language requiring the MBE/WBE to
respond to email and/or fax notifications from the City of Chicago requiring them to report
payments received for the prime or the non-certified firm.
Access to the Certification and Compliance Monitoring System (C2), which is a web based
reporting system, can be found at: https://chicago.mwdbe.com
e. The Chief Procurement Officer or any party designated by the Chief Procurement Officer, shall
have access to the contractor's books and records, including without limitation payroll records,
tax returns and records and books of account, to determine the contractor's compliance with its
commitment to MBE and WBE participation and the status of any MBE or WBE performing any
portion of the contract. This provision shall be in addition to, and not a substitute for, any other
provision allowing inspection of the contractor's records by any officer or official of the City for
any purpose.
f. The Contractor shall maintain records of all relevant data with respect to the utilization of MBEs
and WBEs, retaining these records for a period of at least five years after project closeout. Full
access to these records shall be granted to City, federal or state authorities or other authorized
persons.
6.8. Changes to Compliance Plan
6.8.1. Permissible Basis for Change Required
No changes to the Compliance Plan or contractual MBE and WBE commitments or substitution of MBE or
WBE subcontractors may be made without the prior written approval of the Contract Compliance Officer.
Unauthorized changes or substitutions, including performing the work designated for a subcontractor
with the contractors own forces, shall be a violation of these Special Conditions and a breach of the
contract with the City, and may cause termination of the executed Contract for breach, and/or subject the
bidder or contractor to contract remedies or other sanctions. The facts supporting the request for
changes must not have been known nor reasonably could have been known by the parties prior to
entering into the subcontract. Bid shopping is prohibited. The bidder or contractor must negotiate with
the subcontractor to resolve the problem. If requested by either party, the Department of Procurement
Services shall facilitate such a meeting. Where there has been a mistake or disagreement about the scope
of work, the MBE or WBE can be substituted only where an agreement cannot be reached for a
reasonable price for the correct scope of work.
Substitutions of a MBE or WBE subcontractor shall be permitted only on the following basis:
a) Unavailability after receipt of reasonable notice to proceed;
b) Failure of performance;
c) Financial incapacity;
d) Refusal by the subcontractor to honor the bid or proposal price or scope;
e) Mistake of fact or law about the elements of the scope of work of a solicitation where a
reasonable price cannot be agreed;

M/WBE Special Conditions for Commodities & Services 05.09.2014 57


f) Failure of the subcontractor to meet insurance, licensing or bonding requirements;
g) The subcontractor's withdrawal of its bid or proposal; or
h) De-certification of the subcontractor as a MBE or WBE (graduation from the MBE/WBE program
does not constitute de-certification).
i) Termination of a Mentor Protg Agreement.

6.8.2. Procedure for Requesting Approval


If it becomes necessary to substitute a MBE or WBE or otherwise change the Compliance Plan, the
procedure will be as follows:
a) The bidder or contractor must notify the Contract Compliance Officer and Chief Procurement
Officer in writing of the request to substitute a MBE or WBE or otherwise change the Compliance
Plan. The request must state specific reasons for the substitution or change. A letter from the
MBE or WBE to be substituted or affected by the change stating that it cannot perform on the
contract or that it agrees with the change in its scope of work must be submitted with the
request.
b) The City will approve or deny a request for substitution or other change within 15 business days
of receipt of the written request.
c) Where the bidder or contractor has established the basis for the substitution to the satisfaction
of the Chief Procurement Officer, it must make Good Faith Efforts to meet the Contract Specific
Goal by substituting a MBE or WBE subcontractor. Documentation of a replacement MBE or
WBE, or of Good Faith Efforts, must meet the requirements in section 5. If the MBE or WBE
Contract Specific Goal cannot be reached and Good Faith Efforts have been made, as determined
by the Chief Procurement Officer, the bidder or contractor may substitute with a non-MBE or
non-WBE.
d) If a bidder or contractor plans to hire a subcontractor for any scope of work that was not
previously disclosed in the Compliance Plan, the bidder or contractor must obtain the approval of
the Chief Procurement Officer to modify the Compliance Plan and must make Good Faith Efforts
to ensure that MBEs or WBEs have a fair opportunity to bid on the new scope of work.
e) A new subcontract must be executed and submitted to the Contract Compliance Officer within
five business days of the bidders or contractors receipt of City approval for the substitution or
other change.
The City shall not be required to approve extra payment for escalated costs incurred by the contractor
when a substitution of subcontractors becomes necessary to comply with MBE/WBE contract
requirements.
6.9. Non-Compliance and Damages
Without limitation, the following shall constitute a material breach of this contract and entitle the City to
declare a default, terminate the contract, and exercise those remedies provided for in the contract, at law or
in equity: (1) failure to demonstrate Good Faith Efforts; and (2) disqualification as a MBE or WBE of the
contractor or any joint venture partner, subcontractor or supplier if its status as an MBE or WBE was a factor
in the award of the contract and such status was misrepresented by the contractor.
Payments due to the contractor may be withheld until corrective action is taken.
Pursuant to MCC 2-92-445 or 2-92-740, as applicable, remedies or sanctions may include a penalty in the
amount of the discrepancy between the amount of the commitment in the Compliance Plan, as such amount
may be amended through change orders or otherwise over the term of the contract, and the amount paid to
MBEs or WBEs, and disqualification from contracting or subcontracting on additional City contracts for up to
three years. The consequences provided herein shall be in addition to any other criminal or civil liability to
which such entities may be subject.

M/WBE Special Conditions for Commodities & Services 05.09.2014 58


The contractor shall have the right to protest the final determination of non-compliance and the imposition of
any penalty by the Chief Procurement Officer pursuant to MCC 2-92-445 or 2-92-740, within 15 business days
of the final determination.
6.10. Arbitration
a) In the event a contractor has not complied with the contractual MBE/WBE percentages in its
Schedule D, underutilization of MBEs/WBEs shall entitle the affected MBE/WBE to recover from the
contractor damages suffered by such entity as a result of being underutilized; provided, however,
that this provision shall not apply to the extent such underutilization occurs pursuant to a waiver or
substitution approved by the City. The Ordinance and contracts subject thereto provide that any
disputes between the contractor and such affected MBEs/WBEs regarding damages shall be resolved
by binding arbitration before an independent arbitrator other than the City, with reasonable
expenses, including attorney's fees, being recoverable by a prevailing MBE/WBE in accordance with
these regulations. This provision is intended for the benefit of any MBE/WBE affected by
underutilization and grants such entity specific third party beneficiary rights. Any rights conferred by
this regulation are non-waivable and take precedence over any agreement to the contrary, including
but not limited to those contained in a subcontract, suborder, or communicated orally between a
contractor and a MBE/WBE.
b) An MBE/WBE desiring to arbitrate shall contact the contractor in writing to initiate the arbitrative
process. Except as otherwise agreed to in writing by the affected parties subject to the limitation
contained in the last sentence of the previous paragraph, within ten (10) calendar days of the
contractor receiving notification of the intent to arbitrate from the MBE/WBE the above-described
disputes shall be arbitrated in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (AAA), a not-for-profit agency, with an office at 225 North Michigan Avenue,
Suite 2527, Chicago, Illinois 60601-7601 [Phone: (312) 616-6560; Fax: (312) 819-0404]. All such
arbitrations shall be initiated by the MBE/WBE filing a demand for arbitration with the AAA; shall be
conducted by the AAA; and held in Chicago, Illinois.
c) All arbitration fees are to be paid pro rata by the parties, however, that the arbitrator is authorized to
award reasonable expenses, including attorney and arbitrator fees, as damages to a prevailing
MBE/WBE.
d) The MBE/WBE must send the City a copy of the Demand for Arbitration within ten (10) calendar days
after it is filed with the AAA. The MBE/WBE also must send the City a copy of the decision of the
arbitrator within ten (10) calendar days of receiving such decision. Judgment upon the award
rendered by the arbitrator may be entered in any court of competent jurisdiction.
6.11. Equal Employment Opportunity
Compliance with MBE and WBE requirements will not diminish or supplant equal employment opportunity
and civil rights provisions as required by law.

M/WBE Special Conditions for Commodities & Services 05.09.2014 59


6.12. Attachments and Schedules
The following attachments and schedules follow, they may also be downloaded from the Internet at:
http://www.cityofchicago.org/forms
Attachment A: Assist Agencies
Attachment B: Sample Format for Requesting Assist Agency Comments on Bidders Request for
Reduction or Waiver of MBE/WBE Goals
Schedule B: Affidavit of Joint Venture (MBE/WBE)
Schedule C-1: Letter of Intent From MBE/WBE To Perform As Subcontractor, Supplier and/or
Consultant
Schedule D-1: Compliance Plan Regarding MBE/WBE Utilization

M/WBE Special Conditions for Commodities & Services 05.09.2014 60


Attachment A Assist Agency List

M/WBE Special Conditions for Commodities & Services 05.09.2014 61


M/WBE Special Conditions for Commodities & Services 05.09.2014 62
Attachment B - Sample Format for Requesting Assist Agency Comments on Bidders Request for Reduction or
Waiver of MBE/WBE Goals
On Bidder/Proposers Letterhead SEND TO THE ASSIST AGENCIES DO NOT SEND TO THE CITY

RETURN RECEIPT REQUESTED

(Date)

Specification No.: {Specification Number}


Project Description: {PROJECT DESCRIPTION}

(Assist Agency Name and Address SEND TO THE ASSIST AGENCIES DO NOT SEND TO THE CITY)

Dear _________________________:

___________________ (Bidder/Proposer) intends to submit a bid/proposal in response to the above referenced


specification with the City of Chicago. Bids are due _____________ advertised specification with the City of Chicago.

The following areas have been identified for subcontracting opportunities on both a direct and indirect basis:

Our efforts to identify potential subcontractors have not been successful in order to meet the Disadvantaged/
Minority/Women Business Enterprise contract goal. Due to the inability to identify an appropriate DBE/MBE/WBE firm
certified by the City of Chicago to participate as a subcontractor or joint venture partner, a request for the waiver of the
contract goals will be submitted. If you are aware of such a firm, please contact

Name of Company Representative at Address/Phone

within (10) ten business days of receipt of this letter.

Under the City of Chicagos MBE/WBE/DBE Ordinance, your agency is entitled to comment upon this waiver request to the
City of Chicago. Written comments may be directed within ten (10) working days of your receipt of this letter to:

Monica Jimenez, Deputy Procurement Officer


Department of Procurement Services
City of Chicago
121 North La Salle Street, Room 806
Chicago, Illinois 60602

If you wish to discuss this matter, please contact the undersigned at ____________________.

Sincerely,

M/WBE Special Conditions for Commodities & Services 05.09.2014 63


Schedule B Affidavit of Joint Venture

M/WBE Special Conditions for Commodities & Services 05.09.2014 64


M/WBE Special Conditions for Commodities & Services 05.09.2014 65
M/WBE Special Conditions for Commodities & Services 05.09.2014 66
M/WBE Special Conditions for Commodities & Services 05.09.2014 67
M/WBE Special Conditions for Commodities & Services 05.09.2014 68
Schedule C-1: Letter of Intent From MBE/WBE To Perform As Subcontractor, Supplier and/or Consultant

M/WBE Special Conditions for Commodities & Services 05.09.2014 69


Schedule D-1: Affidavit of Implementation of MBE/WBE Goals and Participation Plan

M/WBE Special Conditions for Commodities & Services 05.09.2014 70


M/WBE Special Conditions for Commodities & Services 05.09.2014 71
M/WBE Special Conditions for Commodities & Services 05.09.2014 72
M/WBE Special Conditions for Commodities & Services 05.09.2014 73
M/WBE Special Conditions for Commodities & Services 05.09.2014 74
ARTICLE 7. INSURANCE REQUIREMENTS
The Contractor must provide and maintain for the life of this Contract and at Contractor's own expense, until Contract completion
and during the time period following final completion if Contractor is required to return and perform any additional work, the
insurance coverage and requirements specified below, insuring all operations related to the Contract.
7.1. Insurance to be Provided
7.1.1. Workers Compensation and Employers Liability
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a service
under this Agreement and Employers Liability coverage with limits of not less than $500,000 each accident; $500,000
disease-policy limit and $500,000 disease-each employee, or the full per occurrence limits of the policy, whichever is
greater. Coverage shall include but not be limited to: other states endorsement, alternate employer and voluntary
compensation endorsement, when applicable.

Consultant may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required
herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.

7.1.2. Commercial General Liability (Primary and Umbrella)


Commercial General Liability Insurance or equivalent must be maintained with limits of not less than $1,000,000 per
occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and
property damage liability. Coverages must include but not be limited to the following: All premises and operations,
products/completed operations, separation of insureds, defense, and contractual liability (not to include Endorsement CG
21 39 or equivalent).

The City must be provided additional insured status with respect to liability arising out of Consultants work, services or
operations performed on behalf of the City. The Citys additional insured status must apply to liability and defense of suits
arising out of Consultants acts or omissions, whether such liability is attributable to the Consultant or to the City on an
additional insured endorsement form acceptable to the City. The full policy limits and scope of protection also will apply to
the City as an additional insured, even if they exceed the Citys minimum limits required herein. Consultants liability
insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available
to the City.

Consultant may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required
herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.

7.1.3. Automobile Liability (Primary and Umbrella)


When any motor vehicles (owned, non-owned and hired) are used in connection with work, services, or operations to be
performed, Automobile Liability Insurance must be maintained by the Consultant with limits of not less than $1,000,000 per
occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury and property damage and
covering the ownership, maintenance, or use of any auto whether owned, leased, non-owned or hired used in the
performance of the work or services. The City is to be added as an additional insureds on a primary, non-contributory basis.

Consultant may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required
herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.

7.1.4. Excess/Umbrella
Excess/Umbrella Liability Insurance must be maintained with limits of not less than $5,000.000 per occurrence, or the full
per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form
as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations
coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced
and/or exhausted aggregate limit, if any, of the underlying insurance. The Excess/Umbrella policy/policies must be primary
without right of contribution by any other insurance or self-insurance maintained by or available to the City.

Consultant may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in
sections 7.1.1, 7.1.2, 7.1.3 and 7.1.4 herein.
Insurance Requirements 75
7.1.5. Professional Liability
When any, teaching/training professionals program manager/administrator or any other professional consultants perform
work, services, or operations in connection with this Agreement, Professional Liability Insurance covering acts, errors, or
omissions must be maintained with limits of not less than $2,000,000. When policies are renewed or replaced, the policy
retroactive date must coincide with, or precede start of work or services on the Agreement. A claims-made policy which is
not renewed or replaced must have an extended reporting period of two (2) years.

7.1.6. Valuable Papers


When any media, data, reports, records, and other documents are produced or used under this Agreement, Valuable
Papers Insurance must be maintained in an amount to insure against any loss whatsoever, and must have limits sufficient to
pay for the re-creation and reconstruction of such records.

Consultant is responsible for all loss or damage to personnel property (including materials, equipment tools and supplies)
owned, rented or used by Consultant for this Agreement.

7.2. Additional Requirements


7.2.1. Evidence of Insurance
Consultant must furnish the City of Chicago, Department of Procurement Services, Room 806, 121 North LaSalle State
Street, Chicago, IL. 60602, original certificates of insurance and additional insured endorsement, or other evidence of
insurance, to be in force on the date of this Agreement, and renewal certificates of Insurance and endorsement, or such
similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement.
Consultant must submit evidence of insurance prior to execution of Agreement. The receipt of any certificate does not
constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the
insurance policies indicated on the certificate are in compliance with all requirements of Agreement. The failure of the City
to obtain, nor the Citys receipt of, or failure to object to a non-complying insurance certificate, endorsement or other
insurance evidence from Contractor, its insurance broker(s) and/or insurer(s) will not be construed as a waiver by the City
of any of the required insurance provisions. Consultant must advise all insurers of the Agreement provisions regarding
insurance. The City in no way warrants that the insurance required herein is sufficient to protect Consultant for liabilities
which may arise from or relate to the Agreement. The City reserves the right to obtain complete, certified copies of any
required insurance policies at any time.

7.2.2. Failure to Maintain Insurance


Failure of the Consultant to comply with required coverage and terms and conditions outlined herein will not limit
Consultants liability or responsibility nor does it relieve Consultant of the obligation to provide insurance as specified in this
Agreement. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the
right to suspend this Agreement until proper evidence of insurance is provided, or the Agreement may be terminated.

7.2.3. Notice of Material Change, Cancellation or Non-Renewal


Contractor must provide for sixty (60) days prior written notice to be given to the City in the event coverage is substantially
changed, canceled or non-renewed and ten (10) days prior written notice for non-payment of premium.

7.2.4. Deductibles and Self-Insured Retentions


Any deductibles or self-insured retentions on referenced insurance coverages must be borne by Contractor.

7.2.5. Waiver of Subrogation


Consultant hereby waives its rights and its insurer(s) rights of and agrees to require their insurers to waive their rights of
subrogation against the City under all required insurance herein for any loss arising from or relating to this Agreement.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision
applies regardless of whether or not the City received a waiver of subrogation endorsement for Consultants insurer(s).

7.2.6. Contractors Insurance Primary


All insurance required of Consultant under this Agreement shall be endorsed to state that Consultants insurance policy is
primary and not contributory with any insurance carrier by the City.

7.2.7. No Limitation as to Consultants Liabilities


Insurance Requirements 76
The coverages and limits furnished by Consultant in no way limit the Consultants liabilities and responsibilities specified
within the Agreement or by law.

7.2.8. No Contribution by City


Any insurance or self-insurance programs maintained by the City do not contribute with insurance provided by Consultant
under this Agreement.

7.2.9. Insurance not Limited by Indemnification


The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this
Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.

7.2.10. Insurance and Limits Maintained


If Consultant maintains higher limits and/or broader coverage than the minimums shown herein, the City requires and shall
be entitled the higher limits and/or broader coverage maintained by Contractor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the City.

7.2.11. Joint Venture or Limited Liability Company


If Contractor is a joint venture or limited liability company, the insurance policies must name the joint venture or limited
liability company as a named insured.

7.2.12. Other Insurance obtained by Contractor


If Consultant desires additional coverages, the Consultant will be responsible for the acquisition and cost.

7.2.13. Insurance required of Subcontractors


Consultant shall name the Subcontractor(s) as a named insured(s) under Consultants insurance or Consultant will require
each Subcontractor(s) to provide and maintain Commercial General Liability, Commercial Automobile Liability, Workers
Compensation and Employers Liability Insurance and when applicable Excess/Umbrella Liability Insurance with coverage at
least as broad as in outlined in Section 7.1, Insurance to be Provided. The limits of coverage will be determined by
Consultant. Consultant shall determine if Subcontractor(s) must also provide any additional coverage or other coverage
outlined in Section 7.1, Insurance to be Provided. Consultant is responsible for ensuring that each Subcontractor has
named the City as an additional insured where required and name the City as an additional insured on an endorsement
form at least as broad and acceptable to the City. Consultant is also responsible for ensuring that each Subcontractor has
complied with the required coverage and terms and conditions outlined in this Section 7.2, Additional Requirements. When
requested by the City, Consultant must provide to the City certificates of insurance and additional insured endorsements or
other evidence of insurance. The City reserves the right to obtain complete, certified copies of any required insurance
policies at any time. Failure of the Subcontractor(s) to comply with required coverage and terms and conditions outlined
herein will not limit Consultants liability or responsibility.

7.2.14. Citys Right to Modify


Notwithstanding any provisions in the Agreement to the contrary, the City, Department of Finance, Risk Management
Office maintains the right to modify, delete, alter or change these requirements.

Insurance Requirements 77
ARTICLE 8. SIGNATURE PAGE

Contract Number:
Specification Number: 322160
Contractor (Vendor) Name:
Total Amount (Value):
Fund Chargeable: 0100-0562005-0140-220140 and various

SIGNED at Chicago, Illinois:

CONTRACTOR:

By:

Name:

Its:

Attest:

State of ________ __; County of ______


This instrument was acknowledged before me on _____ ___ (date) by _____
as President (or other authorized officer) and as Secretary of
_ _____ (name of party on behalf of whom instrument was executed).

______________________ ____
Notary Public Commission Expires

CITY OF CHICAGO

By: ______________________ ____


Mayor Date

______________________ ____
Comptroller Date

___________________ ____
Chief Procurement Officer Date

Execution Page 78
EXHIBITS
Exhibits follow this page. Remainder of page intentionally blank.

79
EXHIBIT 1: SCOPE OF WORK

80
EXHIBIT 2: COMPENSATION

81
EXHIBIT 3: INSURANCE CERTIFICATE OF COVERAGE

Named Insured: Specification #: 322160_________


Address: RFP:
(Number and Street) Project #:
Contract #:
(City) (State) (ZIP)

Description of Operation/Location
The insurance policies and endorsements indicated below have been issued to the designated named insured with the policy limits as set forth herein
covering the operation described within the contract involving the named insured and the City of Chicago. The Certificate issuer agrees that in the event of
cancellation, non-renewal or material change involving the indicated policies, the issuer will provide at least sixty (60) days prior written notice of such
change to the City of Chicago at the address shown on this Certificate. This certificate is issued to the City of Chicago in consideration of the contract
entered into with the named insured, and it is mutually understood that the City of Chicago relies on this certificate as a basis for continuing such
agreement with the named insured:

Type of Insurance Insurer Name Policy Number Expiration Date Limits of Liability
All Limits in Thousands

General Liability CSL Per


[ ] Claims made [ ] Occurrence Occurrence $ _________
[ ] Premise-Operations
[ ] Explosion/Collapse Underground General
[ ] Products/Completed-Operations Aggregate $ _________
[ ] Blanket Contractual
[ ] Broad Form Property Damage Products/Completed
[ ] Independent Contractors Operations
[ ] Personal Injury Aggregate $ _________
[ ] Pollution

Automobile Liability CSL Per


Occurrence $ _________

[ ] Excess Liability Each


[ ] Umbrella Liability Occurrence $ _________

Workers Compensation and Employers Liability Statutory/Illinois


Employers
Liability $ _________

Builders Risk/Course of Construction Amount of Contract

Professional Liability $ __________

Owner Contractors Protective $ ___________

Other $ ___________
a) Each Insurance policy required by this agreement, excepting policies for worker=s compensation and professional liability, will read: AThe City of Chicago
is an additional insured as respects operations and activities of, or on behalf of the named insured, performed under contract with or permit from the
City of Chicago.@
b) The General, Automobile and Excess/Umbrella Liability Policies described provide for severability of Interest (cross liability) applicable to the named
insured and the City.
c) Workers Compensation and Property Insurers shall waive all rights of subrogation against the City of Chicago.
d) The receipt of this certificate by the City does not constitute agreement by the City that the insurance requirements in the contract have been fully met, or
that the insurance policies indicated by this certificate are in compliance with all contract requirements.
Name and Address of Certificate Holder and Recipient of Notice

Certificate Holder/Additional Insured


City of Chicago Signature of Authorized Rep. ____________________________
Procurement Department Agency/Company: _____________________________________
121 N. LaSalle St., #806 Address ______________________________________________
Chicago, IL 60602 Telephone ____________________________________________
For City use only
Name of City Department requesting certificate: (Using Dept.)
Address: ZIP Code: Attention:

82
EXHIBIT 4: ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT(S) CERTIFICATE OF FILING

83
EXHIBIT 5: MBE / WBE COMPLIANCE PLAN

84

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