NORTHEAST ILLINOIS REGIONAL COMMUTER RAILROAD CORPORATION D/B/A METRA INVITATION FOR BID

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1 NORTHEAST ILLINOIS REGIONAL COMMUTER RAILROAD CORPORATION D/B/A METRA INVITATION FOR BID SEALED BIDS will be received by the Northeast Illinois Railroad Commuter Railroad Corporation D/B.A METRA at its office, 547 West Jackson Boulevard, 11 th Floor, Chicago, Illinois 60661, until 2:00 P.M., L.P.T. on the day(s) indicated below. At that time all such Bids will be publicly read aloud for the purpose of purchasing the following: DESCRIPTION: IFB NO.: OPENING DATE: Digital Video Recording System and Spare Parts for Metra Rolling Stock June 16, 2015 Notes: 1. There is no Disadvantaged Business Enterprise (DBE) Goal for this contract. 2. A pre-bid meeting will be held at 10:00 A.M. on May 14, 2015 at 2741 W. Grand Ave., Chicago, IL ALL ATTENDEES ARE REQUIRED TO WEAR HARD HATS, ORANGE SAFETY VEST (CLASS II WITH REFLECTIVE STRIPING), SAFETY GLASSES (SIDE SHIELDS FOR PRESCRIPTION EYEWEAR), AND STEEL TOED SAFETY BOOTS AT THE PRE-BID MEETING. 3. Questions regarding this IFB shall be submitted in writing to Steve Bauman, Senior Contracting Agent via at sbauman@metrarr.com by 4:00 P.M. on May 21, All Bids must be only in the form prescribed by METRA and must be made in accordance with this Invitation for Bid, and other Contract Documents, all of which are on file and available for examination at the office of METRA at the above address and are made a part of this notice as though fully set forth herein. Copies of such documents can be obtained from such office on written request to METRA, Material Management Department. Vendors May Request Bids M-F Between 8:00 A.M. and 4:00 P.M. (LPT). To download the documents, please visit Metra s website at Metra & Business Section, List of Bids Greater than $40, Company registration is required to download all bid packages. METRA reserves the right to accept any Bid or any part thereof or reject any and all Bids. METRA in accordance with Title VI of the Civil Rights act of 1964, 78 Stat. 252, 43 U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Subtitle A, Part 21 (Non-discrimination in Federally- Assisted Programs of the Department of Transportation) issued pursuant to said Act, hereby notifies all Bidders that it will affirmatively insure that in regard to any contract entered into pursuant to this Invitation, minority business enterprises will be afford full opportunity to submit Bids in response to this Invitation and will not be discriminated against on the grounds of race, religion, color, sex, national origin, age, or disability, in consideration for an award. The Invitation for Bid contains specific requirements concerning Office of Business Diversity and Civil Rights documents which must be submitted, if applicable, at the designated time. Sr. Contracting Agent: Steve Bauman

2 INVITATION FOR BID Digital Video Recorder System and Spare Parts for Metra Rolling Stock. IFB NO PRE-BID MEETING: May 14, 10:00 AM (LPT) QUESTION SUBMITTAL DEADLINE: May 21, 4:00 PM (LPT) IFB DUE DATE: June 16, 2:00 PM (LPT) Sr. Contracting Agent: Steve Bauman NORTHEAST ILLINOIS REGIONAL COMMUTER RAILROAD CORPORATION D/B/A METRA PROFESSIONAL SERVICES/CONTRACTS 547 WEST JACKSON BOULEVARD CHICAGO, IL 60661

3 BID ENVELOPE SUBMITTAL INSTRUCTIONS 1. Submit your bid or proposal in a SEALED Envelope 2. The SEALED envelope is to be labeled with the information as indicated below _ Bidder Name Bidder Address METRA 547 West Jackson Boulevard, 11 th Floor Materials Management Department Chicago, IL ITEM: DVR System Kits SPEC. #: M SEALED BID NO.: DUE DATE: June 16, 2:00 P.M. (LPT) Sr. Contracting Agent: Steve Bauman

4 NO OFFER BID SHEET NO OFFER: If no Bid is to be submitted, detach this sheet from the Invitation for Bid, complete the requested, fold, staple, affix postage, enter return address and mail. NO ENVELOPE NECESSARY. NO BID SUBMITTED FOR REASONS CHECKED: ( ) CANNOT COMPLY WITH SPECIFICATIONS ( ) DO NOT PERFORM THIS SERVICE ( ) OTHER (PLEASE SPECIFY) WE DO ( ) DO NOT ( ) DESIRE TO BE RETAINED ON YOUR MAILING LIST FOR FUTURE ACQUISITIONS OD THIS TYPE. SIGNATURE AND TITLE: COMPANY: (FOLD ALONG DOTTED LINE) FROM: AFFIX POSTAGE HERE IFB NO.: TITLE: DVR System Kits COMM: Sr. Contracting Agent: Steve Bauman METRA PROCUREMENT 11TH FLOOR 547 WEST JACKSON BOULEVARD CHICAGO, IL 60661

5 EXHIBITS INDEX The following EXHIBITS are attached hereto and made a part hereof and shall become a part of any award resulting from the Invitation for Bid: PAGE NUMBERS BID SUBMITTAL CHECKLIST 1-2 EXHIBIT 1-A NOT USED N/A EXHIBIT 1-B INFORMATION TO BIDDERS 1-4 EXHIBIT 1-C CONTRACT INSTRUCTIONS 1 EXHIBIT 1-D TERMS AND CONDITIONS 1-3 EXHIBIT 1-E FTA/IDOT ADDENDUM 1-10 EXHIBIT 1-F CIVIL RIGHTS REQUIREMENTS 1 EXHIBIT 1-G CORRUPT PRACTICES/NON-COLLUSION AFFADAVIT 1 EXHIBIT 1-H CONTRACTOR S CERTIFICATION/PRICE CERTIFICATION 1 EXHIBIT 1-I CERTIFICATE ON DEBARMENT AND SUSPENSION 1-2 EXHIBIT 1-J CERTIFICATION OF RESTRICTIONS ON LOBBYING 1 EXHIBIT 1-K BUY AMERICA CERTIFICATE 1 EXHIBIT 1-L DISADVANTAGED BUSINESS ENTERPRISE (DBE) REQUIREMENTS 1-12 EXHIBIT 1-M SCOPE OF WORK 1-3 EXHIBIT 1-N METRA SPECIFICATION NO. M , DATED 3/25/ EXHIBIT 1-O BIDDER S SWORN WORK HISTORY STATEMENT 1-2 EXHIBIT 1-P PRICE LIST 1-3 EXHIBIT 1-Q FTA CONTRACT CLAUSES 1-15 EXHIBIT 1-R CONTRACT SIGNATURE PAGE 1

6 ATTENTION ATTENTION BID SUBMITTAL CHECKLIST Use the following checklist to ensure completeness in assembling your bid. Failure to submit and/or complete all requested information may result in your bid being rejected as materially non-responsive. CHECK BOX WHEN COMPLETED A. PRICES: If applicable, did you ENTER PRICES for each line item on the Invitation for Bid and Price List where it is requested? (Caution: Failure to quote ALL items may result in your Bid Not being complete and being MATERIALLY NON-RESPONSIVE) B. INVITATION FOR BID: Did you SIGN AND RETURN the Contract Signature Page? If you fail to do so, your bid will NOT be complete and it will be MATERIALLY NON-RESPONSIVE. (Signature should be on the last page of the Invitation for Bid document, Exhibit 1-R CONTRACT SIGNATURE PAGE). C. CORRUPT PRACTICES ACT AFFIDAVIT & NON-COLLUSION AFFIDAVIT: Did you SIGN, NOTARIZE AND RETURN Exhibit 1-G? D. CONTRACTORS CERTIFICATION FOR BID/PROPOSAL & PRICE CERTIFICATION: If applicable, did you SIGN AND RETURN Exhibit 1-H? E. CERTIFICATE ON DEBARMENT AND SUSPENSION: - Did you SIGN AND RETURN Exhibit 1-I as the PRIMARY CONTRACTOR? - If applicable, did you RETURN the SUBCONTRACTOR/VENDOR document that was SIGNED by the Subcontractor/Vendor? F. CERTIFICATION OF RESTRICTIONS ON LOBBYING: Did you SIGN AND RETURN Exhibit I-J? ATTENTION Page 1 of 2 ATTENTION

7 BID SUBMITTAL CHECKLIST (Continued) G. BUY AMERICA CERTIFICATE: - The Buy America requirement applies only to procurements that are FTA funded. - If Metra s Award total EXCEEDS $100,000.00, bidder must COMPLETE the Buy America Certificate and RETURN it with their bid to be considered MATERIALLY RESPONSIVE, even if the bidder s quote is $100, or less. - Bidder must SIGN that either they "WILL COMPLY" OR, "CANNOT COMPLY" with the Buy America Certificate. - If the bidder signs both COMPLIANCE AND NON-COMPLIANCE to the Buy America Certificate, the bid will be deemed NON-RESPONSIVE. - The bidder is bound by their original certification and is NOT permitted to change the Buy America Certificate once a bid has been opened. - Did you SIGN AND RETURN Exhibit 1-K? H. SWORN WORK HISTORY STATEMENT: Did you COMPLETE AND RETURN Exhibit 1-O? I. J. CATALOG LITERATURE: Did you include catalog literature to support the manufacturer and model numbers of the items to be provided? ADDITIONAL NOTES: - Did your pricing take into consideration all applicable Specifications, Terms and Conditions used in this government procurement? Bidders are cautioned NOT to qualify their bid by modifying the Contract documents, either by ALTERATION or by SUPPLEMENTAL STATEMENTS. - All bids are to be made in accordance with these specifications and Terms & Conditions. Bids which are NOT so made may be rejected as NON-RESPONSIVE. - Did you double check your math and decimal points? - Did you double check to make sure you are submitting all required documents? - If there is a DBE Goal, did you submit the Schedule A or Schedule D, and Schedule C s from the DBE Compliance Requirements? - Has Exhibit 1-G been properly notarized as required? - Are you submitting everything by the time of Day and Date stated in the Due Date? - If this is a rebid solicitation did you re-read the entire package to see if any Ts & Cs have changed? Page 2 of 2

8 EXHIBIT 1-A

9 EXHIBIT 1-B INFORMATION TO BIDDERS - SUPPLIES/EQUIPMENT 1. DOCUMENTS The Bidders declare that they have carefully examined this Invitation for Bid, Information to Bidders, Specifications, all Addenda issued, Purchase Order Terms, Plans, other attachments and Exhibits as applicable and that they have familiarized themselves with all of the conditions affecting the Purchase Order, and understanding that in making this Bid they waive all right to plead any misunderstanding regarding the same. This Bid shall comply with all Federal, State and Local laws, rules and regulations as applicable. 2. BIDDER'S RECORD AND QUALIFICATIONS The Bidder, within forty-eight hours after being requested in writing by the Northeast Illinois Regional Commuter Railroad Corporation D/B/A Metra shall furnish evidence satisfactory to Metra of the Bidder's ability and responsibility, financial and otherwise, to furnish the material or service specified in the manner and at the time prescribed and in accordance with the specifications of Metra. 3. CONDITIONS OF ACCEPTANCE The Bidders further understand and agree that if this Bid is accepted, they are to furnish any and all of the items upon which prices are quoted, at the price and delivery time stated, subject to all terms, conditions, and requirements set forth in the Invitation for Bid and in the resulting Purchase Order or Contract. 4. WITHDRAWAL OF QUOTATIONS Once submitted, no Bid may be withdrawn without Metra's consent, but it may be superseded by a subsequent timely Bid. Any Bid received after the time and date specified for opening, or any postponement thereof, will not be considered. Bids shall be irrevocable for a period of ninety (90) days after the opening thereof by Metra. 5. ERRORS IN BID Bidders are cautioned to verify their Bid before submission. No Bid may be withdrawn or changed after it has been opened unless Metra has determined: a. That a mistake of a mechanical or clerical nature was actually made -- not just an error in judgement such as understanding material or service costs. b. That the "mistaken" Bidder was not guilty or culpably negligent in making the error, or in the delay in communicating the fact to Metra on discovery. 6. IRREGULAR QUOTATIONS The Bidders understand that they must show in the quotation the unit price for all material or services which they propose to furnish, and that price extensions must be correctly made by them, and that if not so made, their Bid may be rejected as irregular. 7. APPROXIMATE QUANTITIES Where approximate quantities are stated, the unit prices quoted in the Bid will apply regardless of whether the actual quantities are greater or less than the assumed quantities, the stated total notwithstanding. Exhibit 1-Basic 1 March 2013

10 EXHIBIT 1-B INFORMATION TO BIDDERS - SUPPLIES/EQUIPMENT 8. ADDITIONAL CHARGES The price quoted for each item is the full purchase price, including packaging, delivery charges, insurance, direct and indirect, and includes all premiums on bonds, material or service costs, patent royalties and all other overhead changes of every kind and nature. 9. EFFECTIVE DATE OF CONTRACT The Purchase Order or Contract shall not become effective until Metra has notified the vendor, in writing, that the Purchase Order or Contract has been approved by the Executive Director of Metra or his duly authorized delegate. 10. DISCLOSURE OF QUOTATIONS Any disclosure made or permitted by Metra in advance of the opening of Bids, of the terms of the Bids submitted in response to an advertisement, shall render the proceedings void and shall require readvertisement. 11. CASH DISCOUNTS The lowest Bidder shall be determined by comparing the gross individual unit prices, or the gross Bid total, as applicable. Cash (early payment) discounts are not taken into consideration when selecting the lowest responsive and responsible Bidder. 12. AUDITS For sole source and option procurements Metra will conduct a price and/or cost analysis of the Bid as set forth in FTA Circular F. A price analysis is the process of examining the Bid and evaluating a proposed price without evaluating the separate cost elements. The price analysis, through comparison to other similar procurement, will be based on competitive prices of the elements used in the comparison. The comparison will be made to a purchase of similar quantity and involving similar specifications. Where a difference exists, a detailed analysis will be made of this difference and costs attached thereto. Metra may, in addition to or in place of a price analysis, conduct a cost analysis of the Bid price. A cost analysis is the process of verifying individual cost elements that make up the total cost proposed. The price and/or cost analysis will be made by Metra in conjunction with this Bid. If Metra cannot perform the needed analysis, Metra may obtain the services of a qualified firm to perform the cost analysis. By submitting its Bid, the Bidder agrees to furnish, upon request from Metra, all information (including a list of subcontractors and suppliers and their prices) reasonably necessary for such analysis. Furthermore, Metra may request that the Bidder to show, in detail, the kinds, quantities, and prices of direct material and direct labor used to develop prices/costs submitted in the Bid. In addition, Metra reserves the right to request and receive information explaining any estimating process, including the judgmental factors and methods used to project from known data, and the contingencies used. Metra may require the Bidder to show how it computes and applies indirect costs and to show trend and budgetary data. Exhibit 1-Basic 2 March 2013

11 EXHIBIT 1-B INFORMATION TO BIDDERS - SUPPLIES/EQUIPMENT 13. EXTENDED WARRANTIES Under federal procurement guidelines extended warranties and/or service agreements will not be paid for under a Contract or Purchase Order as a result of this Bid. Any extended warranties/or service agreements offered should be specifically annotated with any Bid submitted. Any warranties routinely offered by suppliers are defined as the accepted industry standard and warranty coverage in excess of industry standards is not eligible for funding under FTA capital grants. 14. METRA'S BID PROTEST PROCEDURE Metra's Bid Protest Procedures are available by contacting the buyer for this invitation for bid. You have the right to protest this IFB or RFP. There are important time limits set forth in the procedures which are summarized here, but this paragraph is not meant to substitute the procedures. Any discrepancies between this paragraph and the Bid Protest Procedures shall be decided by applying the procedures. If you wish to protest this solicitation, the protest must be filed with Metra no later than five (5) days before the opening of Bids. If you wish to protest the Bid evaluation, the protest must be filed with Metra no later than five (5) days after the Bid opening.. If you wish to protest award of the contract, the protest must be filed with Metra, in writing, no later than five (5) days after Metra notifies Bidders, in writing or orally, of the lowest responsive and responsible Bidder. FTA will only review the protest regarding the alleged failure of Metra to have written protest procedures or allege failure to follow such procedures. For more details concerning FTA's role in Bid protests, Bidders are referred to Metra's Bid Protest Procedures and FTA Circular F. 15. OPTIONS At Metra's discretion, Metra may exercise an option to the Contract time or Purchase Orders' quantity(s), or value. Metra will only exercise an option requirement when specifically stated as a condition of award in the Invitation for Bid/Request for Proposal. Metra will evaluate the total Proposal or Bid price which includes the base requirement(s) plus the option requirement(s) as part of the award evaluation process. The evaluation of options will not obligate Metra to exercise said options. Metra may reject any Bid or Proposal that is materially unbalanced as to prices for the base requirement and the option quantity(s) or value. 16. PROGRESS PAYMENT PROVISIONS At Metra's discretion, Metra may provide payments to the Contractor, prior to final delivery or completion, where payment is determined on the basis of costs incurred by the Contractor and the percentage or stage of completion of the Contract. Progress payments may be appropriate: 1. if the Contractor will not be able to bill for the first delivery of products, or other milestones for a substantial time after work begins; or 2. the Contractor will make expenditures or Contract performance during the period prior to delivery that have a significant impact on the Contractor's working capital; or 3. if the Contractor demonstrates actual financial need or the unavailability of private financing; When progress payments are utilized, Metra will receive title to property (materials, work in progress, and finished goods) for which progress payments are made. Such title must be free of all encumbrances, or Metra must receive a priority lien secured pursuant to Article 9 of the Uniform Commercial Code and other applicable State laws or local ordinances. To the extent any Federal funds are expended through progress payments, the rights of the United States in property for which the progress payments were made must be paramount to any rights rising under State law. Metra will not provide for progress payments if the contract items are quick turnover types of material for which progress payments are not customary commercial practice. Metra will exclusively determine when progress payments are applicable. Exhibit 1-Basic 3 March 2013

12 17. COMPLIANCE TO THE SPECIFICATION: EXHIBIT 1-B INFORMATION TO BIDDERS - SUPPLIES/EQUIPMENT Metra will only consider technical compliance to the specification for that product(s), material(s) and/or service(s) declared in writing by the Bidder in their respective Bid submission at the time of the Bid opening. Metra will not consider technical compliance for any other offer of product(s), material(s) and/or service(s) made by the Bidder not submitted with the Bid documents or any subsequent post-bid submission. Unless specified otherwise in the Bid documents, all product(s) and material(s) will be of new construction, new production or manufactured new with all new sub-components. New is defined as being recently coming into existence and unused. Metra will not consider refurbished, recycled or remanufactured product(s) or material(s) as being of new construction, new production or manufactured as new. Exhibit 1-Basic 4 March 2013

13 EXHIBIT 1-C CONTRACT INSTRUCTIONS THE FOLLOWING WILL BE NOTED: 1. F.O.B. - Will be Destination and must include all Shipping and Handling Charges. 2. COMPLIANCE REQUIREMENTS - The Metra DBE Director must receive a completed and signed Commitment to DBE Participation prior to the Bid opening or with the Bid, when the Invitation for Bid has established DBE goals. All other compliance information (Public Contract Number, Work Force Analysis Forms and Affirmative Action Plan) must be received prior to contract award. (See Exhibit 1-L) 3. The Purchase Order or Contract purchase is subject to appropriation funds each year. 4. Metra's Tax Exemption - Identification Number is E

14 EXHIBIT 1-D TERMS AND CONDITIONS THE CONTRACT WILL BE GOVERNED BY ILLINOIS LAW. 1. DELIVERY. It is understood and agreed that time of delivery is of the essence of this Contract. Delivery must be effected within the time, if specified, on the face of the Order. If Vendor fails to make deliveries or perform services at the agreed time, all damages suffered by Metra and other costs required to meet the specified delivery schedule will be at the expense of the Vendor. 2. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties. It may not be modified or terminated orally, and no claimed modification, termination, or waiver shall be binding on Metra unless in writing by a duly authorized representative of Metra. No modification or waiver shall be deemed affected by Vendor's acknowledgment or confirmation containing other or different terms. All titles to clauses contained in this Contract for identification only and shall not be construed as being a substantive part of this agreement. 3. ASSIGNMENTS. This Contract with all the benefits and advantages thereof shall be binding upon and inure to the representatives, successors or assigns of the parties hereto, if previously approved by the Senior Director of Materials Management. However, neither this Contract or the proceeds therefrom shall be assigned in whole or in part without the written approval of Metra. 4. MODIFICATION. Metra may, by written order, make changes in the specifications of this Contract if such changes are within the general scope of the Contract. If such changes cause an increase or decrease in the Vendor's costs or in the time required for performance of the Contract, (1) the Vendor shall promptly notify Metra and assert its claim for adjustment within thirty (30) days; and (2) an equitable adjustment shall be made by Metra and the Contract modified accordingly. Nothing in this clause shall excuse the Vendor from performing. Metra will have the right to verify all claims hereunder by auditing relevant records, facilities, work or materials of Vendor and Vendor will provide such records and information at Metra's request. 5. RELEASE AUTHORIZATION. When deliveries are specified to be in accordance with Metra's written releases, Vendor will not fabricate or assemble any goods, nor procure required materials, nor ship any supplies, except to the extent authorized by such written releases. 6. UNAVOIDABLE DELAY. If the Vendor is delayed in the delivery of goods purchased under the Contract by a cause beyond his control, he must immediately upon receiving acknowledgment of such delay, give written notice to Metra and request an extension of time for completion of the Contract. Metra shall examine the request and determine if the Vendor is entitled to an extension. Metra shall notify the Vendor of the decision in writing. 7. WAIVER. Metra's failure to promptly enforce any of the conditions of this order shall not be deemed to be a waiver, and no waiver of rights under this order shall constitute a waiver of any of Metra's other rights. 8. TERMINATION. This Contract can be terminated with or without cause, upon seven (7) calendar days written notice by Metra. In addition, this Contract may be terminated upon seven (7) calendar days written notice by Metra if sufficient funds have not been appropriated to cover the estimated requirements. This Contract may also be terminated by Metra if the Vendor for breach if the Vendor fails to comply with any material term or condition of this Contract (including but not limited to, the Vendor supplying goods that do not comply with any of Metra's written specifications), and if, after no more than seven (7) calendar days after Metra's notice to Vendor, Vendor fails to cure the breach. In such event, Vendor will be responsible for all damages suffered by Metra as a consequence of said breach, and Metra reserves all rights against the Vendor in law and equity. (The Terms and Conditions apply to all pages of the Purchase Order). 9. PRICE WARRANTY. Vendor warrants that the unit price (s) charged herein do not exceed the unit prices charged by the Vendor to any other customers in substantially similar transactions. Vendor agrees to make any price rebate which this warranty may require. 10. PAYMENT. Payment will be made in accordance with the terms of the face of this order, or the Vendor's invoice, whichever are more favorable to Metra and payment date therefore shall be calculated from the receipt of invoice or receipt or final acceptance of the goods, whichever is later. 11. REGULATOR COMPLIANCE. Vendor represents and warrants that the goods or services furnished hereunder (including all labels, packages and containers for said goods) comply with all applicable standards, rules and regulations in effect under the requirements of all Federal, State and Local laws, rules and regulations as applicable, including the Occupational Safety and Health Act of 1970 with respect to design, construction, manufacture or use for their intended purpose of said goods or services. 12. PACKING. All goods, wrappers, and containers must bear markings and labels required by applicable Federal, State and Local laws, and regulations for the protection and safety of person and property; and Vendor warrants that prices include all changes for packing, crating, and transportation to F.O.B. as designated on IFB and/or P.O. 13. EQUAL EMPLOYMENT OPPORTUNITY. In connection with the execution of this Contract, the Vendor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age or disability. The Vendor shall take affirmative actions to insure that applicants are employed and that employees are treated during their employment, without regard to their race, religion, color, sex, national origin, age or disability. The Vendor agrees to comply with Executive Order 11246, and the Equal Employment Opportunity clause as set forth in FPR , said clause being herewith incorporated into this Contract by reference. The Vendor shall not discriminate on the basis of race, religion, color, sex, national origin, age or disability, in the performance of this Contract. The requirements of 49 CFR Part 26 and Metra's U.S. D.O.T. - approved Disadvantaged Business Enterprise program, if applicable to this Contract, are incorporated in this Contract by reference. Failure by the Vendor to carry out these requirements is a material breach of the Contract, which may result in the termination of this Contract, or such other remedy as Metra deems appropriate. The Equal Employment Opportunity clause required by the Illinois Department of Human Rights is herewith incorporated into this Contract by reference. 14. DISADVANTAGED BUSINESS ENTERPRISE. Vendor shall be compliance with 49 Code of Federal Regulation Part 26, any other federal regulation governing Disadvantaged Business Enterprises and Metra's DBE compliance requirements as indicated in Metra's DBE Compliance Exhibit. 15. WARRANTIES. The Vendor warrants that all articles of materials delivered hereunder shall be free from defect of material and workmanship and that all parts furnished will conform to samples, specifications and/or drawings as may be applicable, and will fit for the purpose for which purchased. The warranty period shall be for one (1) year, unless otherwise provided for in the Contract documents, from the date of delivery or date of final acceptance, whichever is later. Metra may return any nonconforming or defective items to the Vendor or require correction or replacement of the item at the time the defect is discovered, all at the Vendor's risk and expense. Acceptance of items by Metra or payment therefore shall not relieve the Vendor of its responsibilities hereunder. Exhibit 1-Basic 1 March 2013

15 EXHIBIT 1-D TERMS AND CONDITIONS 16. INDEMNIFICATION. In connection with the performance of the Contract, the Vendor agrees to assume all risk of injury to person (including death) and damage to property suffered by the Vendor, Metra and all other persons, firms and corporations, and the Vendor agrees to indemnify, defend, and save harmless Metra, and its officers, agents and employees from and against all loss, liability, cost and expense (including all costs of litigation and all attorneys' fees) which any of them may incur, sustain or be subject to on account of all claims of injury to person, including death, or damage to property suffered by the Vendor, Metra and all other persons, firms and corporations which result from or arise out of the performance of this Contract or the presence of the Vendor or its agents, servants or employees in, on or about any premises owned or occupied by Metra, whether or not any such claim is caused by or attributed to the condition of any premises owned or occupied by Metra. 17. PATENT INDEMNITY. To the extent the subject articles are not manufactured pursuant to design originated by Metra, Vendor agrees it will indemnify, defend, and save Metra harmless from any loss, damage or liability which may be incurred on account of infringement of United States patent rights with respect to such articles or materials, and that it will at its own expense defend any action, suit or claim in which such infringement is alleged with respect to the sale or use of the articles or materials delivered hereunder, provided Vendor is duly notified as to suits against Metra. 18. COPYRIGHT INDEMNITY. Vendor shall indemnify, defend, and hold and save harmless Metra its officers, agents, employees and transferase from liability of any nature or kind, including cost and expenses, for or on account of any infringement or claim of infringement of any copyrighted matter arising from the intended use of goods or services furnished hereunder. Vendor by its counsel and at its expense shall assume and defend all claims, demands and suits for infringement of any copyrighted matter against Metra, its officers, agents and employees within the scope of Vendors undertakings in the preceding sentence. This Contract (Agreement) is subject to the FTA policy on copyrights and rights in data as set forth in Section 116, Part II of II, of the FTA Grant Agreement between Metra and the FTA. The Federal Government reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for Federal Government purposes: 1. any work developed under this Contract irrespective of whether or not a copyright has been obtained; and 2. any rights of copyright to which Metra or the Vendor purchases ownership with Federal assistance. 19. Vendor will not, without the prior written consent of Metra, in any manner publish the fact that Vendor has furnished or contracted to furnish Metra goods and/or services, or use the name or servicemark of Metra, or its products in Vendor's advertising or other publications. 20. DATA. Vendor shall not use or disclose any data, designs, or other information belonging to or supplied by or on behalf of Metra, unless expressly authorized by Metra. Upon the Metra's request such data, designs, or other information and any copies thereof shall be returned to Metra. Where Metra's data, designs, or other information are furnished to Vendor's suppliers for procurement of supplies by Vendor for use in the performance of Metra's contracts, Vendor shall insert the substances of this provision in its Contract. 21. The rights and remedies herein reserved to Metra are cumulative and in addition to any other or further rights and remedies available at law or in equity. No waiver of any breach of any provision of this Contract will constitute a waiver of any other breach or waiver of such provision. 22. CONFLICT OF INTEREST. Members of the Board, officers and employees of Metra, their spouses, their children, their parents, their brothers and sisters and their children, are prohibited from having or acquiring any Contract or any direct pecuniary interest in any Contract which will be wholly or partially performed by the payment of any funds or the transfer of property of Metra. Any firm, partnership, association or corporation from which any member of the Board, officer or employee of Metra is entitled to receive more than seven and one-half percent (7 ½) of the total distributable income, is prohibited from having or acquiring any contact or direct pecuniary interest in any Contract which will be performed in whole or in part by payment of funds or the transfer of property of Metra. Any firm, partnership, association or corporation from which members of the Board, officers, employees of the Metra, their spouses, their children, their parents, their brothers and sisters and their children are entitled to receive in the aggregate more than fifteen percent (15%) of the total distributable income, is prohibited from having or acquiring any Contract or direct pecuniary interest in any Contract which will be performed in whole or in part by the payment of funds or the transfer of property of Metra. 23. CONTRACTS VIOLATING REGULATIONS. Any Contract executed in violation of the above terms and conditions shall be null and void as to Metra. 24. BASIS OF AWARD. Award will be made within 90 days from the Bid opening date to the lowest responsive and responsible bidder on a line item basis or on a line or lot basis, whichever is the lesser amount, solely as determined by Metra pursuant to its best interests unless set forth otherwise in the IFB. 25. Overshipments will not be accepted. 26. All hazardous material must be accompanied with Material Data Sheets as set forth in Federal, Illinois and Local regulations. All containers must be labeled in accordance with Federal, Illinois and Local regulations in effect at the time of shipment. 27. CONFLICT OF PROVISIONS. In the event of a conflict between any of the above terms and conditions and any of the terms and conditions included in any other attachments, these terms shall govern. 28. BUY AMERICA. Any purchase under this Contract will meet the provisions as set forth in Section 165 and/or 165(b)(3) of the Surface Transportation Assistance Act of 1982 as amended, and the regulations in 49CFR661 unless appropriate exemption has been applied to the requirements pursuant to Section 165(b)(2) or (b)(4) of the Surface Transportation Act and regulations in 49CFR Pursuant to Metra's Grant Agreement with the FTA, Part II of II, Metra gives notice to the Vendor that Federal requirements may change, and the changed requirements will apply to this Contract as required. 30. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Contract or to any benefit therefrom. 31. Vendor agrees to permit the Secretary of Transportation and Controller General of the United States, or their duly authorized representative, to inspect all work, materials, payroll, and other data and records involving this Contract, and to audit the books, records, and accounts involving this Contract as it effects the "Project" as defined by the applicable FTA Grant Agreement. Exhibit 1-Basic 2 March 2013

16 EXHIBIT 1-D TERMS AND CONDITIONS 32. TRAINING. If required by Metra, Contractor will provide training and support materials, approved by Metra s Training and Development Division, to assure: A. Operator proficiency. Metra s operators of the product, system or equipment must have the knowledge and ability to use the product according to Metra standards. B. Metra personnel proficiency. Metra personnel must have the ability to diagnose and repair common and uncommon problems with the product, system or equipment. Applicable Metra maintainers must be able to:! Locate and identify all components.! Use vendor-provided parts manuals.! Use specialized diagnostic tools required by the particular product, system or equipment.! Use detailed vendor-provided troubleshooting guides, which may include, but are not limited to:! Flow charts.! Symptom maps. C. Support. Contractor will provide the following operation and maintenance support materials:! Master parts list.! Recommended life cycles of systems and sub-systems.! Recommended overhaul schedules and procedures.! Preventative maintenance schedules. D. Training support. Contractor will assist Metra s Training and Development Division in providing the necessary skills and knowledge to supervisors and other personnel who need to know some components of the product, system or equipment. This includes all manuals and guides identified in paragraphs A, B, and C of this section and:! Multimedia information about the product, system or equipment in professional quality CD-ROM/DVD video format, or other Metra Training approved format and standards.! Material standards:! All text and graphics from vendor produced manuals in electronic Metra-approved format.! All text materials will be targeted to an 8th grade reading level and a competency of GED level 3.! All manuals and procedures will comply with Metra Training defined standards, as attached. (Equipment Manuals, Procedure sheets) 33. STATE OF ILLINOIS GIFT BAN ACT. The Contractor (Consultant, Vendor, or as appropriate) shall comply with the applicable provisions of the State Officials and Employees Ethics Act, 5 ILCS 430/1 et seq., as amended, and refrain from providing gifts to Metra's employees in violation of Metra's Gift Ban Policy. Exhibit 1-Basic 3 March 2013

17 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT PAGE 1. PARTIES AFFECTED 1 2. FALSE OR FRAUDULENT STATEMENTS OR CLAIMS 1 3. APPROVED EQUALS AND BRAND NAME 1 4. ENVIRONMENTAL REQUIREMENTS 1 5. AUDIT 2 6. DISADVANTAGED BUSINESS ENTERPRISE 2 7. EMPLOYMENT 3 8. TERMINATION AND SUSPENSION 4 9. INTEREST OF MEMBERS OF CONGRESS PROHIBITED INTEREST FINANCIAL ASSISTANCE CONTRACTS INELIGIBLE CONTRACTORS AND SUBCONTRACTORS CONTRACT CHANGES COPYRIGHT AND RIGHTS IN DATA CARGO PREFERENCE - USE OF UNITED STATES FLAG VESSELS PATENT INFRINGEMENT BUY AMERICA REQUIRED IN BIDDING REQUIREMENTS 7&8 19. CONSERVATION CHANGING REQUIREMENTS REPORTING, RECORD RETENTION AND ACCESS PATENT RIGHTS 8&9 23. CONTRACT HOURS AND SAFETY STANDARDS ACT SUBSTANCE ABUSE ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES EMPLOYEE BENEFITS 9& NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES PRIVACY ACT PREFERENCE FOR RECYCLED PRODUCTS EMPLOYEE PROTECTIONS ENERGY CONSERVATION 10 Exhibit 1-Basic March 2013

18 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT U.S. Department of Transportation Federal Transit Administration ("FTA") and Illinois Department of Transportation ("IDOT") Addendum For Material Purchases 1. Parties Affected. The Contractor agrees to take appropriate measures to ensure that his firm, employees, any subcontractors or any additional parties contracted for work as a result of this Contract will be responsible for compliance with those Federal and State requirements described in this Contract. 2. False or Fraudulent Statements or Claims. The Contractor recognized that the requirements of the Program Fraud Civil Remedies Act of 1986, as amended, 49 U.S.C. part 3801 et seq and US DOT regulations 49 C.F.R. Part 31 apply to its actions pertaining to this Contract. Accordingly, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, or it may make pertaining to the Contract. In addition to other penalties that may be applicable, the Contractor also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the Contractor to the extent the Federal Government deems appropriate. If applicable, the Federal Government reserves the right to impose on the Contractor the penalties of 18 U.S.C. Part 1001 and 49 U.S.C. Part No (n) (1), to the extent the Federal Government deem appropriate. 3. Approved Equals and Brand Names. Where a feature, component, or item is specified by brand name in the Specifications, the words "or Approved Equal" are implied. All approvals and requests for approvals of proposed Approved Equals must be in writing. Specification by brand name of components or equipment in the Specification shall not relieve Contractor from its responsibility to design and construct the Equipment and perform the work in accordance with the general performance requirements of the Specifications and these General Provisions. 4. Environmental Requirements. The Contractor recognizes that many Federal and State laws imposing environmental and resource conservation requirements may apply to the Project. Some, but not all, of the major Federal laws that may affect the Project include: the National Environmental Policy Act of 1969, as amended, 42 U.S.C.' 4321 et seq.; the Clean Air Act, as amended, 42 U.S.C. ' 7401 et seq. and scattered sections of 29 U.S.C.; the Clean Water Act, as amended, scattered sections of 33 U.S.C. and 12 U.S.C.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. " 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. " 9601 et seq. The Contractor also recognizes that U.S. EPA, FHWA and other agencies of the Federal Government have issued and are expected in the future to issue regulations, guidelines, standards, orders, directives, or other requirements that may affect the Project. Thus, the Contractor agrees to adhere to, and impose on its subcontractors and any other parties at any tier, any such Federal requirements as the Federal Government may now or in the future promulgate. Listed below are requirements of particular concern to FTA, Metra and the Contractor. The Contractor acknowledges that this list does not constitute the Contractor's entire obligation to meet all Federal environmental and resource conservation requirements. a. Environmental Protection. The Contractor agrees to comply with the applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 Exhibit 1-Basic 1 March 2013

19 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT U.S.C. " 4321 et seq. in accordance with Executive Order No , "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 59 Fed. Reg. 7629, Feb. 16, 1994; FTA statutory requirements on environmental matters at 49 U.S.C. ' 5324(b); Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 et seq.; and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622. b. Air Quality. The Contractor agrees as follows: (1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. " 7401 et seq. Specifically: (a) (b) The Contractor agrees to comply with all applicable requirements of U.S. EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act, "40 C.F.R. Part 51, Subpart T; and "Determining Conformity of Federal Actions to State or Federal Implementation Plans, "40 C.F.R. Part 93. To support the requisite air quality conformity finding for the Project, the Contractor agrees to implement each air quality mitigation and control measure incorporated in the Project. The Contractor agrees that any Project identified in an applicable State Implementation Plan (SIP) as a Transportation Control Measure, will be wholly consistent with the description of the design concept and scope of the Project described in the SIP. The Contractor agrees to comply with, and assures compliance by its subcontractors at any tier, with these requirements resulting from the project. The Contractor will report any violation by its own employees and subcontractors at any tier, that may result in any violation of these requirements to Metra, the FTA, and to the appropriate U.S. EPA Regional Office. c. Clean Water. The Contractor agrees as follows: (1) The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. "1251 et seq. (2) The Contractor agrees to comply with, and assures compliance by its subcontractors at any tier, with these requirements resulting from the project. The Contractor will report any violation by its own employees and subcontractors at any tier, that may result in any violation of these requirements to the FTA, Metra, and to the appropriate U.S. EPA Regional Office. 5. Audit and Inspection of Records. Contractor shall permit the authorized representatives of Metra to inspect all work materials, payroll, and other data and records involving this Agreement and to audit the books, records, and accounts involving this Agreement. 6. Disadvantaged Business Enterprise. Contractor must take all such action as may be necessary and reasonable to assure that minority business enterprises have an equitable opportunity to compete in all subcontracting activities and shall cooperate with Metra in its program for the participation of disadvantaged enterprises. Exhibit 1-Basic 2 March 2013

20 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT 7. Employment. 7.1 Equal Employment Opportunity and Fair Employment Practices. In connection with the execution and performance of this Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age or disability. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 7.2 FTA Regulations. Contractor for itself, its assignees and successors in interests, agrees that it will comply with the following regulation: a) Compliance with Regulations. Contractor shall comply with the Regulations relative to nondiscrimination in federally-assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are incorporated herein by reference and made a part of this Contract. b) Nondiscrimination. Contractor, with regard to the work performed by it during this Contract, shall not discriminate on the grounds of race, religion, color, sex, national origin, age or disability in the selection and retention subcontractors, including procurements of materials and leases of equipment. Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when this Contract covers a program set forth in Appendix B of the Regulations. c) Solicitations for Subcontracts (including Procurements of Materials and Equipment). In all solicitations either by competitive bidding or negotiation made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under the Contract and the regulations relative to nondiscrimination on the grounds of race, religion, color, sex, national origin, age or disability. d) Information and Reports. Contractor shall provide all information and reports required by the regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts other sources of information, and its facilities as may be determined by Metra or FTA to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish said information, Contractor shall so certify to Metra or FTA, as appropriate, and shall set forth what efforts it has made to obtain said information. e) Sanctions for Noncompliance. In the event Contractor's noncompliance with the nondiscrimination provisions of this Contract, Metra shall impose such Contract sanctions as it or FTA may determine to be appropriate including, but not limited to: (i) (ii) Withholding of payments to Contractor under this Contract until Contractor complies, and/or Cancellation, termination or suspension of this Contract, in whole or in part. Exhibit 1-Basic 3 March 2013

21 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT (f) Incorporation of Provisions. Contractor shall include the of paragraphs (1) through (6) of this Section 5.C in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations, or directives issued pursuant hereto. Contractor shall take such action with respect to any subcontract or procurement as Metra or FTA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request Metra to enter into such litigation to protect the interest of Metra, and in addition, Contractor may request the United States to enter into such litigation to protect the interests of the United States. 7.3 Equal Employment Opportunity - FEPC. Contractor shall comply with, and assure that each subcontractor complies with the following regulations of the Illinois Human Rights Commission: Section 6.1 In the event of the Contractor's noncompliance with any provision of this Equal Opportunity Clause, the Illinois Human Rights Act or the Illinois Human Rights Commission's Rules and Regulations, the Contractor may be declared nonresponsible and therefore ineligible for future Contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, and the Contract may be canceled or avoided in whole or in part, and such 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: 1. That it will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, ancestry, physical or mental handicap unrelated to ability, or an unfavorable discharge from military service; and further that it will examine all job classifications to determine if minority persons or women are under utilized and will take appropriate affirmative action to rectify any such under utilization. 2. That, if it hires additional employees in order to perform this Contract or any portion hereof, it will determine the availability (in accordance with the Commission's Rules and Regulations) of minorities and subcontractors, and further, it will promptly notify the Contracting agency and the Department in the event any subcontractor fails or refuses to comply therewith. In addition, no Contractor will utilize any subcontractor declared by the Department to be nonresponsible and therefore, ineligible, for Contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations. 8. Termination and Suspension. Metra reserves the right to terminate this Contract at any time after the effective date of this Contract, with or without cause. The termination will be effective as provided in Sections 8.1 and 8.2 below. 8.1 Termination for Default (1) Each of the following is an event of default: (a) (b) (c) if Contractor shall fail to begin the work or abandons it; if the Contract is assigned or the work sublet otherwise than as permitted by the Contract Documents; if Contractor unreasonably delays performance of the Contract without excuse hereunder; Exhibit 1-Basic 4 March 2013

22 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT (d) (e) (f) if Contractor violates or breaches any of the provisions or covenants of the Contract Documents or does not comply therewith in good faith; if the delivery of the Equipment or any part thereof is not completed within the time prescribed in the Agreement for its delivery or within the time to which such delivery is extended by Metra; and (in view of the necessity for special skill and ample financial resources in the prosecution of the work) if Contractor shall become insolvent or bankrupt, or shall make an assignment for the benefit of creditors, or take advantage of any insolvency statute or debtor or creditor law now or hereafter enacted or amended, or if its property or affairs shall be put in the hands of a receiver or receivers. (2) Upon the occurrence of any event or default, Metra upon written notice to Contractor, shall have the following rights: (a) (b) the right to declare Contractor in default and the Contract abandoned and to take over and complete the work or any part thereof itself or through other Contractors, as agent for at the expense of Contractor; and the right to declare the Contractor in default and to terminate the Contract as to any work not yet completed. In any event, Metra reserves its right to damages, liquidated or otherwise, arising out of any such default, and such other remedies as may be provided by the law or in equity, unless Contractor cures such default within seven (7) calendar days after receipt of written notification of default. In the event of cancellation or termination following the event of default, no cancellation charges shall be paid to Contractor. 8.2 Termination without Default. As previously stated, Metra reserves the right to terminate this Contract without cause upon notice to the Contractor of termination in writing. Termination is effective immediately. In the event FTA or IDOT financial assistance for the project of which this Contract is a whole or a part is suspended, abrogated, or terminated for any reason whatsoever, Metra shall have the right to terminate this Contract upon receipt of written notice by the Contractor, with no obligation other than payment to the Contractor of the following cancellation charges. In the event cancellation other than for Contractor's default, Metra agrees to pay, and Contractor agrees to accept as its sole remedy, cancellation charges equal to the cost (less salvage), if any, of materials, supplies, and labor then expended or irrevocably committed to the work, plus a reasonable profit (not greater than 10%) based on a proportionate allocation of the profit which would have been earned had the entire work been performed to the portion of the work then performed. Title to all property covered by such charges will be made within forty-five (45) days after presentation of Contractor's invoice showing all cancellation charges accompanied by substantiating each cost or expense claimed. 8.3 Post-Termination Obligations. After receipt of a notice of termination, and except as otherwise directed by Metra, the Contractor shall: (a) (b) (c) stop work under the Contract on the date and to the extend specified in the notice of termination; place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the work under the Contract as is not terminated; and terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the notice of termination. 8.4 Rights and Remedies. The duties and obligation imposed by the Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. No action or failure to act by Metra shall constitute a waiver of any right afforded to it under the Contract, nor shall any such action or failure Exhibit 1-Basic 5 March 2013

23 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT to act constitute an approval of or acquaintance in any breach thereunder, except as may be specifically agreed in writing. 8.5 Performance During Dispute. Unless otherwise directed by Metra, Contractor shall continue performance under this Contract while matters in dispute are being resolved. 9. Interest of Members of Congress. No member of or delegate to the Congress of the United States nor any member or delegate to the Illinois General Assembly shall be admitted to any share or part of this Contract or to any benefit arising therefrom. 10. Prohibited Interest. No member, officer or employee of Metra or of a local public body with financial interest or control in this Contract during his tenure or for one (1) year thereafter, shall have any interest, direct or indirect in this Contract or the proceeds thereof. 11. Financial Assistance Contracts. This Contract is subject to the provisions of the financial assistance Contracts between Metra and other sponsoring agencies which are identified in the Invitation for Bids as FTA and IDOT. 12. Ineligible Contractors and Subcontractors. Any name appearing upon the Controller General of the United States' list of ineligible Contractors for federally financed and assisted construction shall not be eligible to act as a Contractor or as a subcontractor for the Contractor pursuant to this Contract. In the event Metra determines the Contractor or a subcontractor is currently ineligible or becomes ineligible after Contract award, this Contract may be cancelled, terminated or suspended by Metra. 13. Contract Changes. Any proposed change in the Contract shall be submitted in writing to Metra for its prior approval. 14. Copyright and Rights in Data. This Agreement shall be subject to the U.S. Federal Transit Administration's (FTA) policy on copyrights and rights in data, with respect to research reports and other technical materials developed with program funds. That policy, as set forth in Section III B of the FTA External Operating Manual, permits the author or grantee to copyright the work, but FTA reserves a royalty-free nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, the work for Government purposes. Definition. The term "subject data" used in this section means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Grant Agreement or Cooperative Agreement. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to Project Administration. Federal Restrictions. The following restrictions apply to all subject data first produced in the performance of the Grant Agreement or Cooperative Agreement. (1) Except for its own internal use, Metra may not publish or reproduce subject data in whole or part, or in any manner or form, nor may Metra authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public. (2) The restrictions on publication of Subsection 19.b(1) of the Master Agreement, however, does not apply to an Agreement with an institution of higher learning. In accordance with 49 C.F.R. Part and 49 C.F.R. Part the Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize use for Federal Government purposes the "subject data" described as follows: Exhibit 1-Basic 6 March 2013

24 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT a. Any subject data developed under this Contract financed by FTA to Metra, whether or not a copyright has or has not been obtained by the Contractor; and b. Any rights of copyright to which a Contractor purchases ownership paid by Metra with Federal assistance. 15. Cargo Preference - Use of United States - Flag Vessels and Flag Air Carriers The Contractor agrees-- A. To utilize privately owned United States - flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo lines, and tankers) involved, whenever shipping any equipment, materials, or commodities pursuant to this Contract, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels. B. To furnish within 20 days following the date of loading, for shipment originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, "on board" commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph A above to the FTA Administrator and grantee through the prime Contractor in the case of subcontractor bill-of-lading and to the Division of National Cargo, Office of Market development, Maritime Administration, Washington, D.C C. To utilize U.S. flag air carriers, to the extent service is available, for the international air transportation of any persons involved in this Contract or any property acquired for the Contract as required by the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C 40118, in accordance with U.S. GAO regulations, "Uniform Standards and Procedures for Transportations," 40 C.F.R. Part 52, and U.S. GAO Guidelines for Implementation of the "Fly America Act, "B , 1981 U.S. Comp. Gen. LEXIS, March 31, D. To insert the substance of the provisions of this clause in all subcontracts issued pursuant to this clause. 16. Patent Infringement. The Contractor shall defend any suit or proceeding brought against Metra that is based on claims of equipment patent infringement. The Contractor shall pay any damages and costs awarded therein, including incidental and consequential damages, against Metra. In case said equipment, or any part thereof in such suit, is held to constitute infringement and use of said equipment or part thereof is enjoined, the Contractor shall, at its own expense and option, either procure for Metra the right to continue using said equipment or part thereof, replace same with noninfringing equipment, or modify it so it becomes non-infringing. 17. Buy America - (For FTA funded procurement awards exceeding $100,000.00) A. The Contractor agrees to comply with 49 U.S.C (j), FTA's Buy America regulations at 49 C.F.R. Part 661, and any amendments thereto, and any implementing guidance issued by FTA, with respect to this Contract, when financed by Federal fund (Grant Agreement or Cooperative Agreement.) B. As a condition of responsiveness, the Contractor agrees to submit with its Bid submission, a completed Buy America Certificate. 18. Required in Bidding Requirements A. In the event a single Bid is received, Metra will conduct a price and/or cost analysis of the Bid. A price analysis is the process of examining the Bid and evaluating the separate cost elements. It should be recognized that a price analysis through comparison to other similar procurements will Exhibit 1-Basic 7 March 2013

25 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT be based on an established or competitive price of the elements used in the comparison. The comparison will be made to a purchase of similar quantity and involving similar specifications. Where a difference exists, a detailed analysis will be made of this difference and costs attached hereto. B. Where it is impossible to obtain a valid price analysis, it may be necessary for Metra to conduct a cost analysis of the Bid price with the Bidder's full cooperation. C. The price and/or cost analysis will be made by competent and experienced auditors or price analysts. An engineer's estimate or comparison of the prices involved is insufficient. D. If Metra does not have the capabilities to perform the needed analysis, FTA may lend support in obtaining the services of the Defense Contract Audit Agency. E. Metra will submit to FTA all data and analysis of the determination prior to award of the Contract. 19. Conservation. Contractors shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy Conservation Act (42 UDC, Section 6321 et seq.). 20. Changing Requirements. To achieve compliance with changing Federal, State and Local requirements, Contractor is to recognize that the requirements may change and the changed requirements will apply to this project as required, unless the Federal, State and/or Local Government determines otherwise. 21. Reporting, Record Retention and Access. The Contractor agrees as follows: a. Reports. The Contractor agrees to provide Metra and if requested, to the FTA, those reports required by the Contract and as required by U.S. Dept. of Transportation's Grant Management rules or other reports the Federal Government may require. b. Record Retention. The Contractor agrees that, during the course of this Contract and for three (3) years thereafter it will maintain intact and readily accessible all data, documents, reports, records, Contracts, and supporting materials relating to the Contract as Metra or the Federal Government may require to review. c. Access to Records. The Contractor agrees to permit the Secretary of Transportation and the Comptroller General of the United States, or their duly authorized representative, to inspect all work, materials, payrolls, and other data and records involving this Contract and to audit the books, records, and accounts of the Contractor involving this Contract. For those Contracts whose Contract award is not based on competitive bidding procedures as defined by the Secretary of Transportation, the Contractor in accordance with 49 U.S.C. Part 5325(a), agrees to permit the Secretary of Transportation and the Comptroller General of the United States, or their duly authorized representative, to inspect all work, materials, payrolls, and other data and records involving this Contract and to audit the books, records, and accounts of the Contractor involving this Contract. Failure or refusal by the Contractor to permit the Secretary of Transportation and the Comptroller General of the United States, or their duly authorized representative, to inspect all work, materials, payrolls and other data and records involving this Contract and to audit the books, records, and accounts of the Contractor involving this Contract may place the Contractor in default of the Contract and subject the Contract to termination for cause and subsequent penalties, as described in Section 8.A.2 of this exhibit. 22. Patent Rights. If any invention, improvement, or discovery of the Contractor is conceived or first actually reduced to practice in the course of or under the Contract, and that invention, improvement, or discovery is patent able under the laws of the United States of America or any foreign country, the Contractor will notify Metra immediately and provide a detailed written report of same. Exhibit 1-Basic 8 March 2013

26 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT In addition, unless the Federal Government makes a contrary determination in writing, the rights and responsibilities of the Contractor, Metra and the Federal Government pertaining to that invention, improvement, or discovery will be determined in accordance with applicable Federal laws, regulation, including any waivers thereof. Unless specified otherwise, the Contractor agrees it will transmit to the FTA those rights due the Federal Government in any invention resulting from the Contracts described in the U.S. Dept. of Commerce's Regulation, No. 37 C.F.R Part Contract Hours and Safety Standards Act. The Contractor agrees to comply and assure compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. Parts 327 through 333; and implements and complies with U.S. Department of Labor Regulation 29 C.F. R. Part 5; 29 C.F.R. Part Substance Abuse. To the extent the Contractor, subcontractor, or any party contracted for work as a result of this Contract performs a safety sensitive function, it agrees with, and assures its employees comply with the requirements of 49 U.S.C. Part 5331 and 49 C.F.R. Part 653 for Drug Abuse. To the extent the Contractor, subcontractor, or any party contracted for work as a result of this Contract performs a safety sensitive function, it agrees to comply with, and assures its employees comply with the requirements of 49 U.S.C. Part 5331, 49 C.F.R. Part 654 for Alcohol Abuse. 25. Access Requirement for Individuals with Disabilities. The Contractor agrees to comply with, and assure that any subcontractor, at any tier under this Contract complies with all applicable requirements of the American with Disabilities Act of 1990 (ADA), 42 U.S.C. "12101 et seq. and 49 U.S.C. '322; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. '794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. app. '1612; and the following regulations and any amendments thereto: 1. U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA), "49 C.F.R. Part 37; 2. U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefitting from Federal Financial Assistance,"49 C.F.R. Part 27; 3. U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 49 C.F.R. Part 38; 4. Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; 5. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; 6. General Services Administration regulations, "Construction and Alteration of Public Buildings," "Accommodations for the Physically Handicapped," C.F.R. Part ; 7. Equal Employment Opportunity Commission (EEOC) "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; 8. Federal Communications Commission regulations,"telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled,: 47 C.F.R. Part 64, Subpart F; and 9. FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part Employee Benefits. Contractor agrees to pay its employees all rightful salaries, medical benefits, pensions, and social security benefits pursuant to applicable labor agreements and Federal and State statutes, and Contractor further agrees to make all required withholdings and deposits therefor. In addition, Contractor agrees to require all subcontractors for this project to pay their employees all their rightful salaries, medical benefits, pensions, and social security benefits pursuant to applicable Exhibit 1-Basic 9 March 2013

27 EXHIBIT 1-E FTA / IDOT ADDENDUM FOR MATERIAL PROCUREMENT labor agreements and Federal and State statues, and to further require all subcontractors for this project to make all required withholdings and deposits therefore. Such requirements shall be included by the Contractor in all its contracts and agreements with subcontractors for this project. 27. No Federal Government Obligations to Third Parties. Absent the Federal Government's express written consent, the Federal Government shall not be subject to any obligations or liabilities to any subrecipient, any third party contractor, or any other person not a party to the Grant Agreement or Cooperative Agreement in connection with the performance of this contract. Notwithstanding any concurrence provided by the Federal Government in or approval of any solicitation, subagreement, or third party contract, the Federal Government continues to have no obligations or liabilities to any party, including the subrecipient and third party contractor. 28. Privacy Act. The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government and Metra under any contract. a. The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C.'552a. The Contractor agrees to obtain the express consent of the Federal Government and Metra before the Contractor or its employee operate a system of records on behalf of the Federal Government and Metra. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract or purchase order. b. The Contractor agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government and Metra Financed in whole or in part with financial assistance provided by either FTA or Metra. 29. Preference for Recycled Products. If specified by Metra in the IFB or RFP, and to the extent practicable and economically feasible, Metra agrees to accept by competitive preference, products and services that conserve natural resources, protect the environment and that are energy efficient. Examples of such products may include, but are not limited to products described in the U.S. Environmental Protection Agency guidelines at 40 C.F.R. parts , which implement section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. ' Employee Protections. The Contractor agrees to comply with and assures compliance by its sub-contractors at any tier, with applicable employee protection requirements for employees of section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C.'327 through 332, and implementing U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Contracts (also Labor Standard Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)", 29 C.F.R Part Energy Conservation. The Contractor agrees to comply with the mandatory energy efficiency standards and policies within applicable State energy conservation plans and/or guidelines issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C.'6321 et seq. Exhibit 1-Basic 10 March 2013

28 EXHIBIT 1-F CIVIL RIGHTS REQUIREMENTS CIVIL RIGHTS REQUIREMENTS (TITLE VI ASSURANCE): The Contractor agrees to comply with and assures compliance by its sub-contractors at any tier with the following Civil Rights Requirements. The Contractor agrees to insure these requirements must be included within all contracts to its sub-contractors at any tier. Failure to implement or follow the provisions set forth in this Exhibit may result in the Contractor being placed in breach of the Contract terms and may result in Contract termination. (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C , and Federal transit Law 49 U.S.C. 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equipment Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. 2000e, and Federal transit laws at 49 U.S.C. 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No , "Equal Employment Opportunity" as amended by Executive Order No , "Amending Executive Order Relating to Equal Employment Opportunity," 42 U.S.C. 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rate of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. 623 and Federal transit law at 49 U.S.C. 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C , the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act, "29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Exhibit 1-Basic 1 March 2013

29 EXHIBIT 1-G METRA - CORRUPT PRACTICES ACT AFFIDAVIT IMPORTANT: EXECUTE AND SUBMIT THIS AFFIDAVIT WITH BID/PROPOSAL. STATE OF, COUNTY OF,, being first duly sworn, deposes and says that he/she is (NAME OF PERSON MAKING AFFIDAVIT) (INSERT SOLE OWNER, A PARTNER, PRESIDENT, OR OTHER PROPER TITLE) of, the Bidder submitting this proposal; and that the (NAME OF CONTRACTOR) Bidder is in compliance with the provisions set forth in the Corrupt Practices Act, Illinois Revised Statutes, Chapter 102, Section 1 et seq., and to the best of his knowledge and belief, no person holding office, either by election or appointment under the Laws or Constitution of this State, is in any manner interested, either directly or indirectly, in his own name or in the name of any other person association, trust or corporation, in this Contract or the performance of any work under this Contract with such officer has been or may be called upon to act or vote. In addition, affiant states that no officer of the Northeast Illinois Regional Commuter Railroad Corporation D/B/A METRA has represented, either as a agent or otherwise, the Bidder with respect to this application or Bid for Contract. Finally, affiant states that to the best of his knowledge and belief, no officer of the Northeast Illinois Regional Railroad Corporation D/B/A METRA has received or been offered, from any person on behalf of Bidder, either directly or indirectly, any money or other thing of value as a gift or bribe or means of influencing any vote or action in any official capacity. (SIGNATURE OF PERSON MAKING AFFIDAVIT) Subscribed and sworn to before me SEAL this day of, 20. Notary Public METRA - NON-COLLUSION AFFIDAVIT IMPORTANT: EXECUTE AND SUBMIT THIS AFFIDAVIT WITH BID/PROPOSAL. STATE OF, COUNTY OF,, being first duly sworn, deposes and says that he/she is (NAME OF PERSON MAKING AFFIDAVIT) (INSERT SOLE OWNER, A PARTNER, PRESIDENT, OR OTHER PROPER TITLE) of, the Bidder submitting this proposal; (NAME OF CONTRACTOR) and that the Bid was not made in the interest of or on behalf of any undisclosed person, partnership, company, organization, or corporation; that such Bid is genuine and not collusive sham, and that said Bidder has not been a party to any agreement or collusion among Bidders or prospective Bidders in restraint of freedom of competition by agreement to Bid a fixed price, or otherwise, or to refrain from bidding and has not, directly or indirectly, by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the Northeast Illinois Regional Commuter Railroad Corporation D/B/A METRA or of any Bidder or anyone else interested in the proposed Contract. (SIGNATURE OF PERSON MAKING AFFIDAVIT) Subscribed and sworn to before me SEAL this day of, 20. Notary Public Exhibit 1-Basic 1 March 2013

30 EXHIBIT 1-H METRA - CONTRACTOR'S CERTIFICATION FOR BID/PROPOSAL IMPORTANT: EXECUTE AND SUBMIT THIS CERTIFICATION WITH BID/PROPOSAL., as part of its Contract for (NAME OF CONTRACTOR) (GENERAL DESCRIPTION OF ITEM(S) BID ON) to METRA hereby certifies that said Contractor is not barred from bidding on the aforementioned Contract because of a violation of either Section 33E-3 or 33E-4 of Article 33E of Chapter 38 of the Illinois Revised Statutes. (NAME OF AUTHORIZED AGENT OF CONTRACTOR) (INSERT SOLE OWNER, A PARTNER, PRESIDENT, OR OTHER PROPER TITLE) (SIGNATURE OF AUTHORIZED AGENT OF CONTRACTOR) PRICE CERTIFICATION IMPORTANT: EXECUTE AND SUBMIT THIS CERTIFICATION WITH BID/PROPOSAL. I, of (NAME OF AUTHORIZED AGENT OF CONTRACTOR) (NAME OF CONTRACTOR) hereby certify that the prices quoted to METRA are the same prices that would be quoted to any other potential customer for the same quantity under the same quality under the same terms and conditions and like circumstances. (NAME OF AUTHORIZED AGENT OF CONTRACTOR) (INSERT SOLE OWNER, A PARTNER, PRESIDENT, OR OTHER PROPER TITLE) (SIGNATURE OF AUTHORIZED AGENT OF CONTRACTOR) Exhibit 1-Basic 1 March 2013

31 EXHIBIT 1-I METRA - CERTIFICATE ON DEBARMENT AND SUSPENSION The following certificate is to be executed and submitted with the bid. PRIMARY CONTRACTOR METRA - CERTIFICATE ON DEBARMENT AND SUSPENSION for a Primary Contractor The potential CONTRACTOR for a PRIMARY Contract to METRA, certifies to the best of its knowledge (NAME OF CONTRACTOR) and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or Agency; State or Local Unit of Government. 2. Have not within a three year period preceding this proposal been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or Local) with commission of any offenses enumerated in paragraph (2) of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or Local) terminated for cause or default. (If the potential Contractor is unable to certify to any of the statements in this certification, the participant shall attach an explanation.) THE POTENTIAL CONTRACTOR FOR A MAJOR PRIMARY CONTRACT TO METRA,, CERTIFIES OR AFFIRMS (NAME OF CONTRACTOR) THE TRUTHFULNESS AND ACCURACY OF THE CONTENT OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF THE FEDERAL FALSE CLAIMS ACT ARE APPLICABLE THERETO. (NAME OF AUTHORIZED AGENT OF CONTRACTOR) (INSERT SOLE OWNER, A PARTNER, PRESIDENT, OR OTHER PROPER TITLE) (SIGNATURE OF AUTHORIZED AGENT OF CONTRACTOR) Exhibit 1-Basic 1 March 2013

32 EXHIBIT 1-I METRA - CERTIFICATE ON DEBARMENT AND SUSPENSION The Subcontractor/Vendor with subcontracts over $25, completes and executes the following form (only), and submits it to the Primary Contractor/Bidder. The Primary Contractor/bidder is responsible for submitting executed forms with the bid. SUBCONTRACTOR/VENDOR METRA - CERTIFICATE ON DEBARMENT AND SUSPENSION for a Subcontractor/Vendor SUBCONTRACTOR/VENDOR FOR SUBCONTRACTS OVER $25, The potential SUBCONTRACTOR for a primary Contractor to METRA, certifies to the best of its knowledge (NAME OF SUBCONTRACTOR) and belief, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal Department or Agency; State of Local Unit of Government. (If the potential subcontractor under a major third party Contract is unable to certify to any of the statements in this certification, such participant shall attach an explanation to this proposal.) THE SUBCONTRACTOR UNDER A MAJOR PRIMARY CONTRACT TO METRA, CERTIFIES OR AFFIRMS (NAME OF SUBCONTRACTOR) THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF THE FEDERAL FALSE CLAIMS ACT ARE APPLICABLE THERETO. (NAME OF AUTHORIZED AGENT OF SUBCONTRACTOR) (INSERT SOLE OWNER, A PARTNER, PRESIDENT, OR OTHER PROPER TITLE) (SIGNATURE OF AUTHORIZED AGENT OF SUBCONTRACTOR) IMPORTANT: EXECUTE AND SUBMIT THIS CERTIFICATE WITH THE BID/PROPOSAL (IF APPLICABLE). PRIMARY CONTRACTOR/BIDDER IS RESPONSIBLE FOR FORMS BEING SUBMITTED WITH THE BID/PROPOSAL. Exhibit 1-Basic 2 March 2013

33 EXHIBIT 1-J CERTIFICATION OF RESTRICTIONS ON LOBBYING METRA - CERTIFICATION OF RESTRICTIONS ON LOBBYING This certification is required to be completed and returned with the solicitation if the offer exceed $100,000. Failure to return this certification with the solicitation may result in a determination that the offer is non-responsive or non-responsible. The undersigned certifies, to the best of his or her knowledge or belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 FEd. Reg (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L , to be codified at 2 U.S.C. 1601, et seq)]. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements), and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure. [Note: Pursuant to 31 U.S.C. 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor,, (NAME OF CONTRACTOR) certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understand and agrees that the provisions of 31 U.S.C. A 3801, et seq, apply to this certification and disclosure, if any. (NAME OF AUTHORIZED AGENT OF CONTRACTOR) (INSERT SOLE OWNER, A PARTNER, PRESIDENT, OR OTHER PROPER TITLE) (SIGNATURE OF AUTHORIZED AGENT OF CONTRACTOR) IMPORTANT: EXECUTE AND SUBMIT THIS CERTIFICATION WITH BID/PROPOSAL Exhibit 1-Basic 1 March 2013

34 EXHIBIT 1-K NON ROLLING STOCK BUY AMERICA CERTIFICATE The Bidder hereby certifies that it will comply with the requirement of Section 165a of the Surface Transportation Assistance Act of 1982 as amended, and the regulations of 49 CFR 661. Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Compliance with 49 U.S.C (j)(l) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C (j)(l) and the applicable regulations in 49 CFR Part Date Signature Company Name Title OR Certificate of Non-Compliance with 49 U.S.C (j)(l) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C (j) (l) and 49 C.F.R , but it may qualify for an exception pursuant to 49 U.S.C (j)(2)(a), 5323 (j)(2)(b), or 5323 (j)(2)(d), and 49 C.F.R Date Signature Company Name Title Note: The U.S./Canadian Free Trade Agreement does not supersede the Buy American Requirement. Bidders must sign that either they will comply or, cannot comply with the Buy America Certificate. If bidder signs both compliance and non-compliance to the Buy America Certificate bidder will be deemed non-responsive.

35 EXHIBIT METRA DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM RACE NEUTRAL (NO DBE CONTRACT GOAL) COMPLIANCE REQUIREMENTS The Northeast Illinois Regional Commuter Railroad Corporation, d/b/a Metra, is required to take all necessary and reasonable steps to ensure non-discrimination in the award and administration of contracts. Therefore, the federal regulatory provisions of 49 C.F.R. Part 26 apply to this Contract. 49 C.F.R 26.51(a) requires that Metra must meet the maximum feasible portion of its overall DBE goal by using race-neutral means of facilitating DBE participation. Race-neutral DBE participation includes any time a DBE: wins a prime contract through customary competitive procurement procedures; is awarded a subcontract on a prime contract that does not carry a DBE goal; or even if there is a DBE goal, wins a subcontract from a prime contractor that did not consider its DBE status in making the award (e.g., a prime contractor that uses a strict low bid system to award subcontracts). I. NO DBE CONTRACT GOAL METRA has established no DBE Contract Goal for this Contract. No DBE Contract Goal does not suggest that there are no opportunities or available DBEs for DBE participation. Bidders/Proposers/Contractors are encouraged to provide documented commitment and confirmation of contracted DBE participation as a result of its own business objectives. II. BIDDER/PROPOSER/CONSTRACTOR/DBE RESPONSIBILITY REQUIREMENTS A. As a matter of responsibility, at the time that it is known that a DBE participant will be utilized, Bidders/Proposers/Contractors should complete and sign Schedule A or D (if a joint venture) to the extent it will utilize DBE participation. Schedule A or D must list the name, description of DBE work scope, the North American Industry Classification System(NAICS) Code and dollar amount of participation of each DBE that will participate in this Contract. (If the bidder is itself a DBE, the DBE bidder must indicate on Schedule A what scope of work its forces will actually perform outside of the work of any subcontractor, and the dollar amount of that work). Bidders/Proposers/Contractors shall utilize the specific DBE participant(s) listed on the Schedule A or D to perform the work and supply the materials for which each is listed unless prior written approval is obtained from Metra s DBE Senior Director. The Bidder/Proposer/Contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE. B. The Bidder/Proposer/Contractor must submit a completed and signed Schedule C, Confirmation of DBE Participation, from each firm listed on Schedule A or D. 0% DBE Contract Goal DBE Exhibit Page 1 of 12 Office of Business Diversity and Civil Rights

36 EXHIBIT C. If the Bidder/Proposer is a DBE joint venture, a two-party signed joint venture agreement must be submitted to Metra for Metra s approval within five (5) calendar days after the bid/proposal due date. This agreement must address the administrative, financial, and field responsibilities of each partner. The DBE participation must meet the criteria as set forth in the following definition per 49 C.F.R. 29.5: Joint Venture means an association of a DBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which the parties combine their property, capital, efforts, skills and knowledge, and in which the DBE 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. D. Substitutions A bidder/proposer cannot substitute any DBEs listed on Schedule A or D without prior written approval from Metra s DBE Senior Director. See Article IV F. E. Locating DBEs The IL UCP DBE Directory can be viewed via Metra s Web site, Or, a directory can be provided upon request by calling Metra s DBE Senior Director at (312) NOTE: The IL UCP DBE Directory is regularly updated, so please ensure that you are viewing the most recent prior to bid/proposal due date. Additional assistance in locating DBE firms can be obtained from: African American Contractors Association (AACA) Omar Shareef, Founder P.O. Box Chicago, IL aaca.natl.offc@hotmail.com Association of Asian Construction Enterprises 333 N. Ogden Avenue Chicago, IL nakmancorp@aol.com Federation of Women Contractors Beth Doria, Executive Director 5650 South Archer Chicago, IL fwcchicago@aol.com Hispanic American Contractors Industry Association (HACIA) Jorge Perez, Executive Director 650 W. Lake Street, Suite 415 Chicago, IL info@haciaworks.org Continued on next page. 0% DBE Contract Goal DBE Exhibit Page 2 of 12 Office of Business Diversity and Civil Rights

37 Black Contractors United (BCU) Alvis Martin, Executive Director S. Marshfield Ave. Calumet Park, Illinois Chicago Minority Supplier Development Council (CMSDC) Shelia Hill-Morgan, President 105 W Adams, Suite 2300 Chicago, IL info@chicagomsdc.org Chicago Urban League Andrea Zopp, President & CEO 4510 South Michigan Ave. Chicago, IL president@thechicagourbanleague.org Cosmopolitan Chamber of Commerce Carnice Carey, Executive Director 30 E. Adams St. Suite 1050 Chicago, Illinois ccarey@cosmochamber.org EXHIBIT Illinois Hispanic Chamber of Commerce Omar Duque, President 855 W. Adams, Suite 100 Chicago, IL sbdc@ihccbusiness.net Chicago Chinatown Chamber of Commerce Sharyne Moy Tu, Executive Director 2169B S. China Place Chicago, IL sharyne@chicagochinatown.org Women s Business Development Center Emilia DiMenco, President & CEO 8 S. Michigan Avenue, Suite 400 Chicago, IL x. 220 edimenco@wbdc.org Chatham Business Association Melinda Kelly, President 800 E. 78th St. Chicago, IL admin@cbaworks.org III. COUNTING DBE PARTICIPATION Schedules A or D and C are reviewed to evaluate and determine DBE credit for proposed DBE participation. The Schedules must be completely filled out and the Description of Work clearly defined, in detail to establish that the identified DBE participant(s) would be providing a commercially useful function as per USDOT Regulation 49 CFR (c). Description(s) of Work and associated Amount(s) provided on Schedules A or D and C must be in agreement. Metra will only count credit for: Participation by DBEs Certified by the Illinois Unified Certification Program (IL UCP) at the time of the bid/proposal due date; Participation by DBEs directly related to this procurement. As per 49 C.F.R. Part 26, Metra counts DBE participation toward overall and contract goals as follows: A. When a DBE participates in a contract, Metra counts only the value of the work 0% DBE Contract Goal DBE Exhibit Page 3 of 12 Office of Business Diversity and Civil Rights

38 EXHIBIT actually performed by the DBE toward the DBE goal. Participation will only be credited in the DBE s area of specialization. Credit for work in other areas requires additional support documentation for each of those areas. B. Metra counts the entire amount of that portion of a contract that is performed by the DBE s own forces. This includes the cost of supplies and materials obtained by the DBE for the work of the contract, including supplies purchased or equipment leased by the DBE (except supplies and equipment the DBE subcontractor purchases or leases from the prime contractor or its affiliate). C. Metra counts the entire amount of fees or commissions charged by a DBE firm for providing a bona fide service, such as professional, technical, consultant, or managerial services, or for providing bonds or insurance specifically required for the performance of a DOT-assisted contract, toward DBE goals, provided Metra determines the fee to be reasonable and not excessive as compared with fees customarily allowed for similar services. D. When a DBE subcontracts part of the work of its contract to another firm, the value of the subcontracted work may be counted toward DBE goals only if the DBE s subcontractor is itself a DBE. Work that a DBE subcontracts to a non-dbe firm does not count toward DBE goals. E. When a DBE performs as a participant in a joint venture, Metra counts a portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the DBE performs with its own forces toward DBE goals. F. Metra counts expenditures to a DBE toward DBE goals only if the DBE is performing a commercially useful function on this Contract. 1. A DBE performs a commercially useful function when it is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible, with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, Metra must evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the DBE credit claimed for its performance of work, and other relevant factors. 2. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, Metra must examine similar transactions, particularly those in which DBEs do not participate. 3. If a DBE firm acting as a prime contractor and/or as a subcontractor under this Contract does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of a contract than would be expected on the basis of normal industry practice for the type of work involved, Metra must presume that it is not performing a commercially useful function. 4. Metra uses the following factors in determining whether a DBE trucking company is performing a commercially useful function: a. The DBE must be responsible for the management and supervision of the entire 0% DBE Contract Goal DBE Exhibit Page 4 of 12 Office of Business Diversity and Civil Rights

39 EXHIBIT trucking operation for which it is responsible on a particular contract, and there cannot be a contrived arrangement for the purpose of meeting DBE goals; b. The DBE must itself own and operate at least one fully licensed, insured, and operational truck used on the contract; c. The DBE receives credit for the total value of the transportation services it provides on the contract using trucks it owns, insures, and operates using drivers it employs; d. The DBE may lease trucks from another DBE firm, including an owneroperator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the contract; e. The DBE may also lease trucks from a non-dbe firm, including from an owner-operator. The DBE who leases trucks from a non-dbe is entitled to credit for the total value of transportation services provided by non-dbe lessees not to exceed the value of transportation services provided by DBE-owned trucks on the contract. Additional participation by non-dbe lessees receives credit only for the fee or commission it receives as a result of the lease arrangement. If a recipient chooses this approach, it must obtain written consent from the appropriate Department Operating Administration. Example to paragraph (d)(5): DBE Firm X uses two of its own trucks on a contract. It leases two trucks from DBE Firm Y and six trucks from non-dbe Firm Z. DBE credit would be awarded for the total value of transportation services provided by Firm X and Firm Y, and may also be awarded for the total value of transportation services provided by four of the six trucks provided by Firm Z. In all, full credit would be allowed for the participation of eight trucks. With respect to the other two trucks provided by Firm Z, DBE credit could be awarded only for the fees or commissions pertaining to those trucks Firm X receives as a result of the lease with Firm Z. f. For purposes of this subparagraph (d), a lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE; and g. If DBE credit is to be counted for this contract, the contractor must submit on a monthly basis to Metra s DBE Senior Director an accounting of trucks used on the project that are owned and/or leased by the DBE participant as described above. SAMPLE REPORT NOT FOR BID/PROPOSAL SUBMITTAL DBE Trucking Credit Summary for Insert Name of DBE Firm Payment Application Period Value of Transportation Services *Copy of Lease on File with Metra # of DBE Owned Trucks # of DBE Leased Trucks* # of Non- DBE Leased Trucks* Fees and Commission (See Article IV(F)(4)(e)) 0% DBE Contract Goal DBE Exhibit Page 5 of 12 Office of Business Diversity and Civil Rights

40 EXHIBIT 5. If a DBE is presumed not to be performing a commercially useful function as provided in these requirements, the DBE may present evidence to rebut this presumption. Metra may determine that the firm is performing a commercially useful function given the type of work involved and normal industry practices. 6. f. Metra s decisions on commercially useful function matters are subject to review by the Federal Transit Administration, but are not administratively appealable to United States Department of Transportation. 7. Metra counts expenditures with DBEs for materials or supplies toward DBE goals as provided in the following: a. If the materials or supplies are obtained from a DBE manufacturer, Metra counts one hundred percent (100%) of the cost of the materials or supplies toward DBE goals. b. For purposes of these requirements, a manufacturer is a firm that operates or maintains a factory or establishment that produces, on the premises, the materials, supplies, articles, or equipment required under the contract and of the general character described by the specifications. c. If materials or supplies are purchased from a DBE regular dealer, Metra counts sixty percent (60%) of the cost of the materials or supplies toward DBE goals. d. For purposes of these requirements, a regular dealer is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the contract are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. (1) To be a regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. (2) A person may be a regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone, or asphalt without owning, operating, or maintaining a place of business as provided in this paragraph if the persons both owns and operates distribution equipment for the products. Any supplementing of regular dealers own distribution equipment shall be by a long-term lease agreement and not on an ad hoc or contract-by-contract basis. (3) Packagers, brokers, manufacturers representatives, or other persons who arrange or expedite transactions are not regular dealers within the meaning of this paragraph. (4) With respect to materials or supplies purchased from a DBE which is neither a manufacturer nor a regular dealer, Metra counts the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on a job site, toward DBE goals, provided Metra determines the fees to be reasonable and not excessive as compared with fees customarily allowed for similar service. Metra will not count any portion of the cost of the materials and supplies themselves toward DBE 0% DBE Contract Goal DBE Exhibit Page 6 of 12 Office of Business Diversity and Civil Rights

41 goals, however. EXHIBIT 8. Metra will not count toward its overall goal the dollar value of work performed under a contract by a firm after it has ceased to be certified. 9. Metra will not count the participation of a DBE subcontractor toward the prime contractor s DBE achievements or Metra s overall goal until the amount being counted toward the goal has been paid to the DBE. IV. CONTRACT PERFORMANCE A. Upon award of a Metra contract, a Contractor s DBE commitment is monitored, evaluated and measured against the entire awarded contract value, including alternates, allowance work, amendments change orders, and options. The Contractor is required to notify Metra s DBE Senior Director immediately to address a revised Commitment to DBE Participation in a situation where the DBE s work scope has changed as a result of actions taken by Metra. B. Subcontracts 1. The prime Contractor must provide signed DBE Subcontracts to the Metra s DBE Senior Director within thirty (30) calendar days after the Notice of Award of the contract or prior to the start of the DBE s work. C. Contract Invoices/Payments The Contractor must submit to the office of Metra s DBE Senior Director: 1. Two (2) copies of contract invoices, including support documentation, at the same time the originals are submitted to Metra s Accounts Payable; and concurrently 2. Copies proof of subcontractor/supplier payment(s) in the form of canceled checks (both sides) or other proof of payment. D. Prompt Payment The Contractor agrees to pay each subcontractor for satisfactory performance of its subcontract no later than fifteen (15) calendar days from the receipt of such payment that the Contractor receives from Metra. The Contractor agrees further to return funds it has retained to each subcontractor within fifteen (15) calendar days after the subcontractors work is satisfactorily completed. The Contractor agrees to complete the prompt payment log, included in the payment application form (or provided by Metra s DBE Senior Director), documenting dates and amounts of payments made to subcontractors. Any failure to comply with this Section will be in material breach of this Contract, and Metra reserves all its rights in law and equity for such breach. In addition, such breach will be taken into consideration for the Contractor s responsibility status for future contracts with Metra. This clause applies to both DBE and non-dbe prime contractors and subcontractors. 0% DBE Contract Goal DBE Exhibit Page 7 of 12 Office of Business Diversity and Civil Rights

42 EXHIBIT E. DBE Participation Metra s office of the DBE Senior Director may make on-site visits from time to time during the course of this Contract to ensure compliance with the requirements set forth herein, and may require verification of any commitment represented to us in connection with the Contractor s use of DBE businesses in the performance of this Contract. If problems should arise with respect to the Contractor s subcontract with any DBEs, please contact Metra s DBE Director immediately so that Metra may be apprised and lend whatever assistance Metra can in solving the problem. F. Substitution of DBE Firms The Contractor must obtain prior written approval from Metra in order to substitute any DBE, which Metra has approved for participation in this Contract. The Contractor cannot terminate for convenience any DBE listed on Schedule A (or an approved substitute DBE firm), and then perform the work of the terminated subcontract with its own forces or those of an affiliate or substitute firm, without Metra s prior written consent. The Contractor is required to notify Metra s DBE Senior Director immediately and provide reasonable documentation of any DBE s inability or unwillingness to perform its subcontract. Before transmitting to Metra a request to terminate and/or substitute any DBE, the Contractor must give notice in writing to the DBE, with a copy to Metra, of its intent to request to terminate and/or substitute, and the reason for the request. The Contractor must give the DBE five days to respond to the Contractor's notice and advise Metra and the contractor of the reasons, if any, why it objects to the proposed termination of its subcontract and why you should not approve the Contractor's action. The Contractor is required to make good faith efforts to replace any DBE that is terminated, or whose work scope has changed, or has otherwise failed to complete its work on this Contract with another certified DBE, to the extent needed to meet the Contract goal. The Contractor must provide a copy of the new subcontract with the substitute DBE, or documentation of good faith efforts to substitute the initial DBE with another DBE. The Contractor is required to notify Metra s DBE Senior Director immediately to address a revised Commitment to DBE Participation in a situation where the DBE s work scope has changed as a result of actions taken by Metra. G. Records A record of all activities to demonstrate good faith efforts must be kept by the Contractor and made available to Metra upon request. 0% DBE Contract Goal DBE Exhibit Page 8 of 12 Office of Business Diversity and Civil Rights

43 EXHIBIT H. Contract Assurance The Contractor makes the following assurance and agrees to include the assurance in each subcontract that the Contractor signs with a subcontractor: The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of federally assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy, as Metra deems appropriate, which may include, but is not limited to: 1. Withholding monthly progress payments; 2. Assessing sanctions; 3. Liquidated damages; and/or 4. Disqualifying the contractor from future bidding as nonresponsible. I. Breach of Contract Failure to abide by any of the DBE participation requirements in this Contract or any requirements set forth in 49 CFR Part 26 shall constitute a breach of this Contract, and upon such breach, Metra may terminate this Contract and/or exercise other sanctions, penalties, or remedies as allowed by law or equity and as Metra deems appropriate. V. REFERENCES All references to Metra s DBE Senior Director or office of DBE Director mean: Janice R. Thomas, Senior Director Office of Business Diversity and Civil Rights Metra 547 West Jackson Boulevard Chicago, Illinois % DBE Contract Goal DBE Exhibit Page 9 of 12 Office of Business Diversity and Civil Rights

44 SCHEDULE A BIDDER/PROPOSER/CONTRACTOR COMMITMENT TO DBE SUBCONTRACT PARTICIPATION RACE NEUTRAL (NO DBE CONTRACT GOAL) NAME OF BIDDER/PROPOSER OR CONTRACTOR: METRA IFB/RFP/CONTRACT (TASK) NO.: NAME OF PROJECT: NOTE: Bidder/Proposer/Contractor Should COMPLETE, SIGN AND RETURN THIS FORM If the BIDDER/PROPOSER/CONTRACTOR is itself a DBE, the DBE BIDDER/PROPOSER/CONTRACTOR must indicate the scope of work it will perform with its own forces (independent of the work of any subcontractor) and the dollar amount of that work. Any DBE listed on Schedule A must be certified by the IL UCP at the time of submittal of Schedules A and C (view IL UCP DBE NAME and ADDRESS OF DBE FIRM DBE SCOPE OF WORK (TO BE PERFORMED FOR THIS PROJECT)* and NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) CODE AGREED AMOUNT $ $ $ *If space is not sufficient provide detail on attached page. TOTAL DBE COMMITMENT $ Upon award of a Metra contract, a Contractor s DBE commitment is monitored, evaluated and measured against the entire awarded contract value, including alternates, allowance work, amendments change orders, and options. Bidder/Proposer/Contractor cannot substitute any DBE without prior approval of the DBE Director. Bidder/Proposer/Contractor cannot terminate for convenience any DBE listed and then perform the work with its own forces without prior approval of the DBE Director. I hereby certify that arrangements have been made for the foregoing work with the listed DBE subcontractor(s). I further understand that any willful falsification, fraudulent statement, or misrepresentation will result in appropriate sanctions, which may include debarment and/or prosecution under applicable State and Federal Laws. $ Printed Name and Title of Bidder/Proposer/Contractor Authorized Signee Signature of Bidder/Proposer/Contractor Authorized Signee Date 0% DBE Contract Goal DBE Exhibit Page 10 of 12 Exhibit Office of Business Diversity and Civil Rights

45 SCHEDULE C CONFIRMATION OF DBE COMMITMENT RACE NEUTRAL (NO DBE CONTRACT GOAL) NAME OF BIDDER/PROPOSER OR CONTRACTOR: METRA IFB/RFP/CONTRACT (TASK) NO.: NAME OF PROJECT: NOTE: Bidder/Proposer/Contractor Must RETURN THIS FORM completed by each DBE firm listed on Schedule A or D. If the BIDDER/PROPOSER/CONTRACTOR is itself a DBE, the DBE BIDDER/PROPOSER/CONTRACTOR must indicate the scope of work it will perform with its own forces (independent of the work of any subcontractor) and the dollar amount of that work. Any DBE listed on Schedule A and/or D must be certified by the IL UCP at the time of submittal of Schedules A and C (view IL UCP DBE NAME OF DBE FIRM: ADDRESS OF DBE FIRM: hereby certifies that it is participating in the referenced Metra project in the agreed amount of $ performing and as shown on Schedule A of Name of Prime Bidder PLEASE COMPLETE THE FOLLOWING (Trucking Firms Complete Both Columns): TRUCKING FIRMS ONLY The above DBE work will be further subcontracted: The above DBE work will be supplemented with leased trucks: Check One Yes No Check One Yes No If Yes, indicate the % of the Schedule A and C Agreed Amount that is to be further subcontracted to a DBE and/or Non-DBE firm. Provide additional Schedule C(s) if further subcontracted to a DBE. If Yes, indicate the % of the Schedule A and C Agreed Amount that will be expended for the lease of another DBE and/or Non-DBE firm's trucks. Provide additional Schedule C(s) if leased from a DBE. If No, enter 0% on both lines below. If No, enter 0% on both lines below. % of DBE s work will be further subcontracted to another DBE. % of DBE s work will be supplemented with leased trucks from another DBE. % of DBE s work will be further subcontracted to a Non-DBE. % of DBE s work will be supplemented with leased trucks from a Non-DBE. I further understand that any willful falsification, fraudulent statement, or misrepresentation will result in appropriate sanctions, which may include debarment and/or prosecution under applicable State and Federal Laws. s bid. Printed Name and Title of DBE Firm Authorized Signee Signature of DBE Firm Authorized Signee Date 0% DBE Contract Goal DBE Exhibit Page 11 of 12 Office of Business Diversity and Civil Rights Exhibit

46 SCHEDULE D COMMITMENT TO DBE JOINT VENTURE RACE NEUTRAL (NO DBE CONTRACT GOAL) NAME OF BIDDER/PROPOSER OR CONTRACTOR: METRA IFB/RFP/CONTRACT (TASK) NO.: NAME OF PROJECT: NOTE: A FORMAL JOINT VENTURE AGREEMENT MUST BE SUBMITTED WITHIN FIVE (5) WORKING DAYS AFTER SUBMITTAL OF SCHEDULES A AND C. When a DBE performs as a participant in a joint venture, Metra counts a portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the DBE performs with its own forces toward DBE goals. Any DBE listed on Schedule A and/or D must be certified by the IL UCP at the time of submittal of Schedules A and C (view IL UCP DBE NAME and ADDRESS OF DBE FIRM DBE SCOPE OF WORK (TO BE PERFORMED FOR THIS PROJECT)* and NORTH AMERICAN INDUSTRY CLASSIFICATION SYSTEM (NAICS) AGREED AMOUNT $ $ $ *If space is not sufficient provide detail on attached page. TOTAL DBE COMMITMENT $ Upon award of a Metra contract, a Contractor s DBE commitment is monitored, evaluated and measured against the entire awarded contract value, including alternates, allowance work, amendments change orders, and options. Bidder/Proposer/Contractor cannot substitute any DBE without prior approval of the DBE Director. Bidder/Proposer/Contractor cannot terminate for convenience any DBE listed and then perform the work with its own forces without prior approval of the DBE Director. I hereby certify that arrangements have been made for the foregoing work with the listed DBE subcontractor(s). I further understand that any willful falsification, fraudulent statement, or misrepresentation will result in appropriate sanctions, which may include debarment and/or prosecution under applicable State and Federal Laws. $ Printed Name and Title of Joint Venture Authorized Signee Signature of Joint Venture Authorized Signee Date Printed Name and Title of Joint Venture Authorized Signee Signature of Joint Venture Authorized Signee Date 0% DBE Contract Goal DBE Exhibit Page 12 of 12 Office of Business Diversity and Civil Rights Exhibit

47 EXHIBIT 1-M INVITATION FOR BID NO DIGITAL VIDEO RECORDER SYSTEM AND SPARE PARTS FOR METRA S ROLLING STOCK SCOPE OF WORK BACKGROUND Metra, the Commuter Rail Division of the Regional Transportation Authority (RTA), came into being as a result of legislation enacted by the Illinois General Assembly in November This legislation reorganized the RTA, which was formerly responsible for all levels of public transportation in the six-county Chicago metropolitan region, as an oversight agency. Since its creation, Metra has continually developed and refined its organizational capabilities, to carry out its responsibilities with a focus on safety, accountability and passenger satisfaction. This includes direct operation of several of its lines and coordinating the operations of the rail carriers with which it contracts for the provision of commuter rail service. A significant step in the coordination of service was the introduction of the name Metra as the service mark of the commuter rail system. The adoption of the Metra logo was intended to present a unified identity for the individual components of the system. The Metra service mark applies to the rail system, as well as the Commuter Rail Board and the staff functions performed by the Board s operating affiliate, the Northeast Illinois Railroad Corporation (NIRC). Services on Metra s Rock Island Railroad and Milwaukee District rail lines, as well as the Metra Electric are operated directly by Metra employees. Metra employees also operate the Heritage Corridor, North Central Service and Southwest Service rail lines through lease or trackage right agreements. The operations of the private carriers BNSF Railway and Union Pacific Railroad are governed by Purchase of Service Agreements with Metra. A total of 11 commuter rail lines radiate out from Chicago s Central Business District and serve more than 100 communities at 239 stations throughout the six-county area of northern Illinois. OBJECTIVE Metra is soliciting bids from qualified firms for the design and furnish of 250 Digital Video Recorder (DVR) System and Spare Parts (as needed) for Metra s rolling stock. Complete specification and technical requirements are included in the attached Specification No. M The DVR System shall include, at a minimum, the following major components: recorder, forward facing camera, inward facing cameras, microphones and storage memory. WARRANTY The warranty period shall be a minimum 2 years following receipt by Metra. The warranty shall cover all replacement components. All shipping charges associated with the replacement of the defective components covered by this warranty are the responsibility of the Contractor. Components that fail shall be repaired in accordance with this specification by the Contractor at no cost to Metra. Should at least two out of ten delivered units experience a consistent type of failure (due to component failure or otherwise), the Contractor has 72 hours to respond with a solution or begin working toward a solution. If no resources are made available or the solution is not to Metra s satisfaction, the Contractor risks being placed in breach of contract. 1

48 EXHIBIT 1-M DELIVERY SCHEDULE & LOCATIONS A First Article Inspection (FAI) shall occur at the Contractor s production facility within four (4) months following contract execution. Upon written notification of acceptance of the First Article by Metra, delivery of production DVR system units shall begin within two (2) months, at a rate of ten (10) DVR system units per month for a total of 250 DVR system units, throughout the duration of the contract. Delivery shall be FOB Destination and may include any of the below locations: Northeast Illinois Railroad Corporation Metra - Rock Island District 147 West 47th Street Chicago, Illinois Attention: Storekeeper Northeast Illinois Railroad Corporation Metra Electric, KYD Shop 127th & Indiana Ave. Chicago, IL Attention: Storekeeper Northeast Illinois Railroad Corporation Metra - Milwaukee District 2741 West Grand Ave Chicago, Illinois Attention: Storekeeper Northeast Illinois Railroad Corporation c/o Union Pacific Railroad 423 N. Sacramento Chicago, Illinois Attention: Storekeeper Northeast Illinois Railroad Corporation c/o Burlington Northern Santa Fe RR 432 West 14th Street Chicago, Illinois Attention: Storekeeper QUALITY ASSURANCE The Contractor s quality assurance manual must be consistent with the scope and procedures described in the current Association of American Railroads MANUAL OF STANDARDS AND RECOMMENDED PRACTICES, SECTION J, and Specification for Quality Assurance M Prior to the award of a contract, and within 2 business days of the request, the Contractor shall provide their quality assurance manual for Metra s review. Prior to the award of a contract, and within 2 business days of the request, the Contractor shall provide the following facility information: The ratio of Inspection to Production Personnel Total QA/QC Personnel Shop Address, Name, , and Phone Number of Shop Manager List of any subcontractor names, address, contact information and their qualifications. Submission of a bid gives Metra the authority to inspect the Contractor s and subcontractor s facilities in order to perform a quality assurance audit. This audit will be scheduled no later than fourteen (14) days from Metra's notice to perform the audit. 2

49 EXHIBIT 1-M Metra will inspect tooling, procedure manuals, training programs, worker certification records, test gauges, inspection procedures, and subcontractor qualifications. The QA audit will be styled after and include the items described in AAR Specification M Any deviation or deficiencies in the quality assurance information provided by the Contractor may render the bid non-responsive. If upon Metra inspection and determination the shop practices are found to be deficient, the bid may be deemed non-responsive. The Contractor will provide documentation that details the certification for all employees working on Metra s DVR system that may include: welding, soldering, crimping, etc. INSPECTION Authorized representatives of Metra shall have access, at all reasonable times, to those parts of the plants of the Contractor and his subcontractors for the purpose of inspecting materials, workmanship, and conformity to these specifications during the progress of construction. Metra reserves the right to inspect the product at the destination. Where Metra has reasonably determined that shipments fail to meet the specifications, the incorrect item or items shall be rejected and the same shall be removed for correction by the Contractor or his representative at no cost to Metra. All risk of loss shall lie with the Contractor until acceptance by Metra. QUALIFICATIONS The Contractor shall have a minimum five (5) years of proven experience with DVR systems in the railroad (Class I) industry. The Contractor shall submit three (3) railroad customer references (See Exhibit 1-O Bidder s Sworn Work History Statement). Metra reserves the right to contact these references as part of its evaluation. The Contractor shall have a minimum 50 DVR systems currently implemented and operating in railroad operations in North America. 3

50 MECHANICAL DEPARTMENT DIGITAL VIDEO RECORDER SYSTEM FOR METRA ROLLING STOCK SPECIFICATION No. M DATE: 3/25/15 Date: 3/25/2015 Document No. M Page: 1 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

51 RECORD OF REVISIONS REVISION DESCRIPTION APPROVED BY DATE First First Release - Release This specification supersedes M /12/14 Revision A Section 1: Added language defining major components of the DVR system. Section 5: Defined HD Capacity Refined language about DVR accessory kits. 12/3/14 Section 8: 8.3,8.4,8.6,8.7,8.8,8.9,8.10 Defined delivery period for documentation. Section 9: Expanded FAI units from 1 to 5 systems. 9.2 Defined 1 FAI unit shall be subjected to testing Revision B 1.3 Section Deleted 2/3/15 Revision C Added Sections 1.3 & 1.4; Replaced Bidder with Contractor throughout entire document; Clarified section 2.19, , 5.9, , 10.7 Revised Section 4.4 AAR Standard S-590 has been superseded by S /25/15 NOTE: This document is to be considered uncontrolled when printed as a hardcopy from the network. The revision level must be verified prior to use. Date: 3/25/2015 Document No. M Page: 2 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

52 TABLE OF CONTENTS Section Name Page Number 1. General Overview DVR Recorder General System Requirements Camera and Microphone Hardware Requirements DVR System Mechanical Hardware Requirements DVR System Electrical Hardware Requirements DVR System Environmental Requirements DVR System Software Requirements DVR System Documentation First Article Inspection (FAI) Testing Date: 3/25/2015 Document No. M Page: 3 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

53 1. General Overview 1.1 This specification describes the functional requirements for a Digital Video Recorder system adequate for Metra s rolling stock. The DVR system shall include at a minimum the following major components: Recorder, forward facing camera, inward facing cameras, microphones, and storage memory. 1.2 This specification is intended to be descriptive, but not restrictive, and supports the purpose of indicating the quality of service accepted by Metra. The intent is to specify a technologically updated DVR (Digital Video Recorder) system that is comparable to the DVR system Metra currently utilizes. 1.3 This is a fixed unit price contract. All costs, including shipping, must be included in the Contractor s bid pricing. No other costs will be allowed 1.4 In order for a Contractor to be considered responsive, price quotes for all equipment and components outlined in this specification and associated price lists must be submitted. Bids without these quote prices will be considered non-responsive and may be disqualified. 1.5 The Chief Mechanical Officer, or his duly authorized representative, shall be the final authority for deciding whether a competitive item conforms to these requirements and complies with the intention of this specification. 2. DVR Recorder General System Requirements 2.1 The DVR system shall be capable of being installed on Metra rolling stock and used to reliably capture and securely archive video for retrieval. 2.2 One DVR system shall be designed and configured for use on all Metra rolling stock with one uniform configuration. 2.3 The DVR recorder shall be mechanically, electrically, and functionally uniform and interchangeable for use on all Metra rolling stock. 2.4 The DVR recorder shall be a digital IP (Internet Protocol) based system and support digital IP cameras. 2.5 Multiple video and audio input channels shall be available to allow for multiple camera inputs and audio inputs. 2.6 The DVR recorder shall accept digital IP Cameras as video channel inputs. 2.7 The DVR recorder shall have not less than 8 IP video channel inputs. 2.8 The DVR recorder shall have not less than 3 audio channel inputs. 2.9 The DVR recorder video channels shall be used to capture and record video from multiple connected cameras simultaneously The DVR recorder audio channels shall be used to capture and record bell sounds, horn sounds, and cab compartment audio from multiple connected microphones simultaneously The DVR recorder shall feature video motion detection to trigger recording. The video motion detection sensitivity shall be adjustable, customizable, and shall be capable of being enabled or disabled by Metra. Date: 3/25/2015 Document No. M Page: 4 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

54 2.12 The DVR recorder shall feature a pre-event recording buffer allowing the system to record up to 5 minutes of pre-event video after the motion detector activates recording The DVR recorder shall feature logging of any alarms or fault statuses that occur A removable hard drive shall be incorporated into the DVR recorder unit. The removable drive shall have a key lock for security, allowing only authorized personnel to remove the drive The DVR recorder shall be capable of simultaneous playback, remote access, and recording The DVR recorder shall be moisture and dirt resistant The lifecycle of the DVR system shall be a minimum of 5 years For any component of the DVR system made obsolete within the 5 year lifecycle, the Contractor will be required to provide a substitute component with an exact mechanical footprint and electrical functionality for direct one to one replacement The DVR system shall be capable of integrating with future onboard devices and interfaces. The DVR recorder shall have expansion capabilities to satisfy this requirement. An example may be the addition of GPS capabilities, adding wireless capabilities, remote monitoring systems, or streaming live video through cellular or wireless lan. In addition, this shall include the ability to add, repurpose, relocate, or change cameras to meet Metra s ongoing needs. 3. Camera and Microphone Hardware Requirements 3.1 Forward Facing Camera camera with 2 lenses shall be forward facing and used to record the right of way, incidents, and railroad signal aspects The forward facing camera shall be capable of clearly recording railroad signal aspects in all types of weather, day, or nighttime conditions. The railroad signal aspects (colors) shall be clearly discernible during DVR video playback The forward facing camera shall be adjustable to allow for camera positioning The forward facing camera shall be a high definition digital IP type camera The forward facing camera shall be powered by PoE (Power over Ethernet) The forward facing camera shall be capable of recording color The forward facing camera shall feature a dual lens, one for wide view, and one for narrow view The focal length of the wide lens shall be 6mm. An alternative proposal for focal length may be considered The focal length of the narrow lens shall be 16mm. An alternative proposal for focal length may be considered. Date: 3/25/2015 Document No. M Page: 5 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

55 The forward facing dual lens camera shall be housed as one unit. 3.2 Inward Facing Camera 3.3 Microphone The forward facing camera shall be housed in tamperproof camera housing The forward facing camera housing shall be resistant to dirt, dust, and moisture Each forward facing camera shall have an IP (Ingress Protection) 68 rating cameras shall be inward facing and used to record the cabin compartment of a locomotive or the cab of a control car Each inward facing camera shall be adjustable to allow for camera positioning Each inward facing camera shall be a high definition digital IP type camera Each inward facing camera shall be powered by PoE (Power over Ethernet) The inward facing cameras shall be capable of recording black and white, as well as color. The settings shall be made accessible and adjustable to Metra Each inward facing camera shall have 1 lens Each inward facing camera shall have an adjustable lens. The camera lens focal length shall be set at 2.5mm Each inward facing camera shall be housed in a compact vandal resistant enclosure The inward facing cameras shall be suitable for indoor and outdoor installations The inward facing cameras shall be capable of recording in any weather, day, or nighttime conditions Each inward facing camera shall include an IR (Infrared illumination) feature for night vision video capture capability Each inward facing camera shall be resistant to dirt, dust, and moisture Each inward facing camera shall have at minimum IP 66 rating dedicated microphone shall be capable of recording horn sounds dedicated microphone shall be capable of recording bell sounds. Date: 3/25/2015 Document No. M dedicated microphone shall be capable of recording cab compartment Page: 6 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

56 audio Each microphone shall be resistant to dirt, dust, and moisture Each microphone shall be rated for exterior outdoor use Each microphone may be housed in a NEMA weatherproof enclosure to satisfy the requirements outlined in this section. 4. DVR System Mechanical Hardware Requirements 4.1 The mechanical footprint of the DVR recorder unit, associated cameras, cabling, and other devices shall conform to existing space available on Metra rolling stock. 4.2 The DVR recorder housing shall be Mil-Spec rated or Metra approved equivalent. 4.3 The DVR recorder shall be easily replaceable without removing existing wiring. 4.4 The DVR recorder enclosure shall be no bigger than MCU size 7. MCU Sizes are in accordance to locomotive Electronics System Architecture AAR Standard S All permanent connections to the DVR unit shall be mil spec MIL-C twist cannon plug type or equivalent. 4.6 All mounting brackets, plates, mounting hardware, and miscellaneous materials necessary for the proper installation and setup of the cameras and DVR recorder shall be supplied. 4.7 Specific cable lengths, bracket dimensions, and plate dimensions shall be made compatible for use on Metra rolling stock. 5. DVR System Electrical Hardware Requirements 5.1 The Contractor shall supply all necessary Ethernet cables, camera cables, power cables, and audio cables necessary. 5.2 All interconnect wires (except Ethernet cable) will be Polyolefin jacketed and shielded, unless it can be proven that a specific type of cable is not available in Polyolefin jacketing. The interconnect wires shall meet flame, toxicity, and low smoke requirements. 5.3 The voltage input requirement to the DVR recorder shall be 20VDC-80VDC. 5.4 No external power supply shall be required in order to power the DVR recorder. All power supplies shall be internal to the DVR recorder unit. 5.5 The DVR recorder unit shall have a bank of super capacitors internal to the unit to be used as a source of backup power in the event of momentary power loss. 5.6 The DVR recorder shall be capable of normal recording operations during momentary power losses without: sustaining data loss, causing the DVR to reset due to momentary power loss, recording failure due to momentary power loss, or the DVR recorder entering a fault state requiring maintenance due to momentary power loss. 5.7 During extended power loss, the backup power source shall continue to power the DVR recorder for sufficient length of time to allow the DVR recorder to gracefully shutdown without sustaining data loss. Extended power loss is defined to be the length of time greater than the capabilities of the backup power source. Date: 3/25/2015 Document No. M Page: 7 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

57 5.8 The DVR recorder shall have user adjustable resolution and FPS settings. The settings shall be made accessible to Metra. The settings shall be adjustable for each individual camera connected to the DVR. 5.9 The DVR recorder shall be capable of capturing video in HD format 1280x720, W-D1 (864x480), QHD (640x360), W-CIF (432x240) The DVR recorder shall have a visual indicator system that indicates the system is properly functioning and recording. The visual indicator system shall alert personnel upon failure of any camera, hard drive, or other type of fault The visual indicators shall be located on the front of the DVR The DVR recorder shall feature an Ethernet interface to enable for a direct computer connection A computer shall be capable of connecting directly to the DVR recorder through an Ethernet interface for onboard video downloads without removal of the hard drive Hard Drive Requirements The hard drive shall be solid state The hard drive shall be industrial grade and be rated for video/audio recording purposes The hard drive capacity shall be no less than 480GB The hard drive shall be upgradeable in the future to higher capacities The video archive is desired to be 7 calendar days. The 7 calendar day video archive shall be based on worst case operating conditions with the forward facing dual camera and both inward facing cameras recording simultaneously and continuously The hard drive shall be removable from the DVR recorder by authorized personnel with a key Retrieval of video at a remote location shall be possible when the hard drive is removed Any required hard drive adapters, associated cables, and power adapters required to interface the removed hard drive with a computer shall be assembled into an accessory kit and supplied to Metra. A total of 20 accessory kits shall be delivered to Metra along with the FAI unit The audio/video recorded onto the hard drive shall be encrypted, requiring special hardware/software to successfully retrieve archived audio/video. 6. DVR System Environmental Requirements 6.1 The DVR recorder unit, cameras, and hard drive shall meet the following requirements in conformance to AAR Standard S-5702: mechanical shock, vibration, temperature, humidity, and abrasive environment. 6.2 The DVR recorder, cameras, and solid state drive shall be capable of operating in worst case summer and worst case winter conditions in Chicago inside of a locomotive. Any Date: 3/25/2015 Document No. M Page: 8 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

58 component unable to meet the desired operating temperature range specified shall be submitted to Metra for approval. 6.3 The DVR recorder shall not require external heating or cooling to maintain nominal operation over the specified weather conditions defined in section DVR System Software Requirements 7.1 The DVR system shall include computer software that allows for downloading and onboard viewing of video directly from the DVR recorder without removing the hard drive. 7.2 The software shall allow the user to specify specific dates and times in order to control the length of the video clips downloaded. 7.3 The DVR system shall include computer software allowing for video downloads from a removed hard drive that is connected to a laptop or desktop computer. 7.4 All computer software supplied to Metra by the Contractor shall include an unlimited use license agreement for unlimited installations and use. 7.5 Future software updates to any computer software shall be provided free of charge to Metra. 7.6 The Contractor shall supply Metra with all computer software archived on electronic media. The software shall be archived along with the DVR documentation described in section The operating system requirements for all computer software supplied to Metra by the Contractor shall be Windows XP/Vista/7/8 compatible. 8. DVR System Documentation 8.1 Each DVR recorder shall arrive with its own unique means of identification located on the unit itself. The information shall include at a minimum: serial number, date of assembly, manufacturer name, and part number. 8.2 All major components shall be clearly labeled with a part number, product name, and serial number. 8.3 It is the responsibility of the Contractor to design detailed mechanical drawings to accommodate the desired mechanical footprint. All mechanical drawings shall be submitted for approval by Metra personnel before the delivery of the first production unit. 8.4 The Contractor shall use DVD as the preferred electronic media for submission of final documentation to Metra. Final documentation shall be submitted to Metra prior to delivery of the first production unit. 8.5 All documents that are archived on electronic media shall be in pdf (Portable Document Format) format. 8.6 Detailed mechanical drawings for each individual component of the DVR system shall be submitted to Metra to satisfy part of the documentation requirements, and shall be submitted prior to delivery of the first production unit. 8.7 Detailed electrical specification datasheets for each individual electrical component shall be submitted to Metra to satisfy part of the documentation requirements, and shall be submitted prior to delivery of the first production unit. Date: 3/25/2015 Document No. M Page: 9 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

59 8.8 A user manual shall be submitted to Metra to satisfy part of the documentation requirements, and shall be submitted prior to delivery of the first production unit. 8.9 A maintenance manual shall be submitted to Metra to satisfy part of the documentation requirements, and shall be submitted prior to delivery of the first production unit A complete bill of material shall be submitted to Metra to satisfy part of the documentation requirements, and shall be submitted prior to delivery of the first production unit The Contractor shall archive all software and all documentation together onto 1 DVD. 10 DVD copies shall be submitted to Metra to satisfy part of the documentation requirements. 9. First Article Inspection (FAI) 9.1 A First Article of Inspection shall be conducted and completed. The first units produced shall be designated the prototype or FAI (First Article of Inspection) units, unless otherwise noted by Metra. The FAI units will be tested for a specified period of time at Metra on rolling stock. An FAI may be conducted at the Contractors facility. The type of FAI chosen will be determined by Metra. Production units shall not be accepted until Metra has approved the FAI unit (s). 9.2 One of the FAI units produced shall be selected and tested according to section 10 Testing to verify the DVR system conforms to environmental operating requirements. 10. Testing 10.1 All tests performed on the FAI unit shall be conducted while the DVR is operational and recording audio and video unless otherwise noted. A report of each test and accompanied results shall serve as proof of satisfying testing requirements defined in this section as well as satisfying environmental requirements defined in section 6. If testing to conformance to AAR, FCC, and EN standards were previously completed on the DVR design to be supplied to Metra, those results may be submitted to Metra for approval in lieu of testing on the actual FAI unit The FAI unit shall be tested by supplying 20V to the DVR recorder voltage input to verify nominal recording operation. The test shall be no less than 30 minutes in duration The FAI unit shall be tested by supplying 80V to the DVR recorder voltage input to verify nominal recording operation. The test shall be no less than 30 minutes in duration The FAI unit shall be subjected to the following environmental tests according to AAR standard S-5702: Altitude, High/Low Temperature, Temperature Cycling, Humidity, Vibration, Mechanical Shock, Blowing Dust, Storage, and Abrasive Environment. The test results conducted on the FAI unit shall adhere to acceptable ratings listed in AAR Standard S A report containing the test results shall be submitted to Metra The FAI unit shall be tested for conformance to the following standards: FCC Subpart B sections (Conducted Emissions) and (Radiated Emissions). A report containing the test results shall be submitted to Metra The FAI unit shall be tested for conformance to the following standards: EN55024 (2010) and EN55022 (2010). A report containing the test results shall be submitted to Metra All test results completed for the FAI unit shall be submitted to Metra. Any deficiencies identified during testing shall be resolved and the unit retested. Until the FAI unit has been accepted by Metra, Metra shall not accept production units. The Contractor assumes the risk of manufacturing production units before acceptance of the FAI unit by Date: 3/25/2015 Document No. M Page: 10 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

60 Metra Each production unit produced shall be tested for all basic functions defined in this specification. This shall include at a minimum: Verification that all DVR settings and configuration are exactly the same settings as the FAI unit approved by Metra DVR power up test DVR abrupt power loss and shutdown test (to verify that the backup power source can provide enough backup power allowing the DVR recorder to gracefully shutdown without suffering failure) seconds of video capture and immediately thereafter a video download directly from the DVR of the recorded 60 seconds Verification of fault status indicator functionality (disconnection of 1 camera to verify status indicator changes to fault status) Other tests agreed upon by the Contractor and Metra Results of all tests conducted for each production unit shall be successful before shipping to Metra Results of all tests conducted for each production unit shall be packaged along with each DVR shipped to Metra. Date: 3/25/2015 Document No. M Page: 11 of 11 Prepared By: Piotr Jedraszczak Revision: Revision C Approved By:

61 EXHIBIT 1-O BIDDER'S SWORN WORK HISTORY STATEMENT In submitting this proposal the bidder,, being first duly sworn on oath, deposes and states that all statements made in this Sworn History Statement are made on behalf of the undersigned bidder in support of its bid for Digital Video Recorder Systems and Spare Parts for Metra Rolling Stock. Bidder also deposes and states that he has carefully prepared, reviewed, and checked this Sworn Work History Statement and that the statements contained in this Sworn Work History Statement are true and correct. IF NECESSARY FOR FULL DISCLOSURE, ADD SEPARATE SHEETS JOINT VENTURES MUST SUBMIT SEPARATE SWORN WORK HISTORY STATEMENTS FOR THE JOINT VENTURE AND FOR EACH SIGNATORY TO THE JOINT VENTURE AGREEMENT 1. Nature of Bidders Business 2. Composition of Work - During the past four years, Bidder's work has consisted of: % Federal % As Contractor % Bidder's Forces % Other Public % As Subcontractor % Subcontractors % Private % Materials 3. Years in Business - State the number of years that Bidder, under its current name and organization, has been continuously engaged in the aforesaid business: years. 4. Predecessor Organization - If Bidder has been in business under this current name and organization for less than five years, list any predecessor organizations: NAME ADDRESS YEARS 6. Related Experience - List at least three heavy rail customer references most comparable to the Metra Scope of Work completed by Bidder, or its predecessors: REFERENCE ONE Owner Name Owner Address Reference Telephone Number 1

62 Services/Equipment Provided EXHIBIT 1-O Amount of Contract Scheduled Completion Date Actual Completion Date REFERENCE TWO Owner Name Owner Address Reference Telephone Number Services/Equipment Provided Amount of Contract Scheduled Completion Date Actual Completion Date REFERENCE THREE Owner Name Owner Address Reference Telephone Number Services/Equipment Provided Amount of Contract Scheduled Completion Date Actual Completion Date Attach separate sheets if necessary to list additional comparable projects. Bidder: By: Title: Date: 7. List at least one customer reference that has a minimum of 50 DVR systems currently implemented and operating in railroad operations in North America. Owner Name Owner Address Reference Telephone Number 2

63 DIGITAL VIDEO RECORDER SYSTEM AND SPARE PARTS FOR METRA ROLLING STOCK PRICE LIST EXHIBIT 1-P This is a Fixed Price Contract to provide 250 Digital Video Recorder ( DVR ) Systems and Spare Parts (as needed) in accordance with Metra Specification No. M The unit pricing quoted must be firm and include all costs. No additional costs are allowed. F.O.B. is Destination. Period of Performance: The contract will be valid for a period of 30 months from the contract execution date. Basis of Award: Contract award will be made to the lowest responsive and responsible bidder on the basis of the GRAND TOTAL COST (DVR System Total plus Spare Parts Total Cost). Bidder must quote on all items to be considered responsive. Spare parts will be ordered on an as-needed basis. Metra may buy none, some, or all of the spare parts listed in this exhibit throughout the contract term. All spare parts must comply with the requirements of Metra Specification No. M Please provide catalog literature to support the manufacturer and model numbers of the items to be provided. DVR SYSTEM PRICE LIST Description Quantity Unit Cost Total Manufacturer/ Model Number DVR System 250 each $ $ MFG: Model #: DVR System Total Cost: $ SPARE PARTS PRICE LIST Item No. Description Estimated Quantity Unit Price Total Manufacturer/ Model Number 1 Dome Camera Up to 10 each $ $ MFG: Model #: 1

64 EXHIBIT 1-P 2 DVR Recorder Unit Up to 10 each $ $ MFG: Model #: 3 Forward Facing Camera Up to 10 each $ $ MFG: Model #: 4 Power Cable Up to 10 each $ $ MFG: Model #: 5 DVR Mounting Hardware Kit Up to 10 each $ $ MFG: Model #: 6 External Audio Microphone Up to 10 each $ $ MFG: Model #: 7 Internal Audio Microphone Up to 10 each $ $ MFG: Model #: 8 Camera Cable Up to 10 each $ $ MFG: Model #: 9 Audio Cable Up to 10 each $ $ MFG: Model #: 2

65 EXHIBIT 1-P 10 Solid State Hard Drive Up to 10 each $ $ MFG: Model #: Spare Parts Total Cost: $ GRAND TOTAL COST (DVR System Total plus Spare Parts Total Cost): $ NOTE: Be sure to include catalog literature to support the manufacturer and model numbers of the items to be provided with your bid. Failure to include this information with your bid may deem your bid non-responsive. Company Contact Information Company Name: Contact: Date: Phone Number: Fax Number: 3

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