request for proposals -- chicago public schools

7/29/2019 Request for Proposals -- Chicago Public Schools

1/46

1

Specification No. 13-250017Advertisement Date: February 27, 2013

REQUEST FOR PROPOSALSFOR

REAL ESTATE BROKERAGE, TRANSACTION MANAGEMENTAND STRATEGIC PLANNING SERVICES

FOR THETHE BOARD OF EDUCATION OF THE CITY OF CHICAGO

REQUIRED FOR USE BY THE REAL ESTATE DEPARTMENT

Contract Period: The Contract shall commence at contract execution and shall end (i) on the datesaid transaction (whether sale, lease or otherwise) of the targeted real estate is completed or (ii)

two (2) years thereafter, whichever is the firs t to occur. The Board will have two (2) options torenew the Contract for a period of one (1) year each.

ONE (1) ORIGINAL HARD COPY OF THE PROPOSAL SWORN BEFORE A NOTARY PUBLIC IS TOBE PROVIDED. IF PROPOSER DESIGNATES ANY PORTION OF ITS SUBMITTAL AS EXEMPTUNDER THE ILLINOIS FREEDOM OF INFORMATION ACT ( FOIA ), PROPOSER SHALL ALSO

PROVIDE ONE (1) ELECTRONIC VERSION OF THE REDACTED PROPOSAL ON CD/USB DRIVE.EACHSUBMITTAL SECTION OF THE PROPOSAL MUST BE SEPARATED INTO A DIFFERENT FILE INTHE ELECTRONIC VERSION. THE ONE (1) CD/USB DRIVE MUST CONTAIN ALL THEINFORMATION THAT THE HARD COPY CONTAINS OF THE PROPOSAL INCLUDING THEFINANCIAL DOCUMENTS.

ALL PROPOSALS SHALL BE ADDRESSED AND RETURNED TO:

Sbastien de Longeaux, Chief Procurement OfficerDepartment of Procurement and ContractsBoard of Education of the City of ChicagoBid and Bond Room

125 South Clark Street, 10th

FloorChicago, IL 60603

PROPOSALS MUST BE RECEIVED NO LATER THAN MARCH 13, 2013 AT 1:00 P.M. CENTRALSTANDARD TIME AT THE ABOVE ADDRESS. LATE PROPOSALS WILL NOT BE ACCEPTED.

A Pre-Submit tal Conference w il l be held on March 6, 2013 at 1:00 P.m. Central Standard Time atChicago Public Schools Headquarters, 125 S. Clark Street, 17th floor, Conference Room 1.

At tendance is not mandatory, bu t is encouraged, as Proposers shall have the opportun ity to askquestions regarding this RFP. A MBE/WBE Networking Session is to follow immediately after thePre-Submittal Conference.

ISSUED BY THE DEPARTMENT OF PROCUREMENT AND CONTRACTS

RAHM EMANUEL BARBARA BYRD-BENNETTMAYOR CHIEF EXECUTIVE OFFICERCITY OF CHICAGO CHICAGO BOARD OF EDUCATION

DAVID VITALE SBASTIEN DE LONGEAUXPRESIDENT CHIEF PROCUREMENT OFFICERCHICAGO BOARD OF EDUCATION CHICAGO BOARD OF EDUCATION


2/46

2

For current RFP information log in atwww.csc.cps.k12.il.us/purchasing.


3/46

3

TABLE OF CONTENTS

I. GENERAL INVITATION

II. GENERAL TERMS AND CONDITIONS

III. SUBMITTAL REQUIREMENTS

IV. EVALUATION CRITERIA AND BASIS OF AWARD

V. PROPOSERS EXECUTION PAGE

ATTACHMENTS:

ATTACHMENT A: CONTRACTORS DISCLOSURE FORM AND TAX FORM W-9ATTACHMENT B: MBE/WBE COMPLIANCE FORMSATTACHMENT C: SCOPE OF SERVICESATTACHMENT D: PROPERTY DESCRIPTION


4/46

4

I. GENERAL INVITATION

REQUEST FOR PROPOSALS (RFP) FOR REAL ESTATE BROKERAGE, TRANSACTIONMANAGEMENT AND STRACTEGIC PLANNING SERVICES

FOR THE BOARD OF EDUCATION OF THE CITY OF CHICAGO

The Board of Education of the City of Chicago (the Board) invites the submission of proposals from realestate professionals or firms (Proposers or singularly, Proposer) to provide all services necessary forthe real estate brokerage, transaction management and strategic planning (Services) related to certainreal estate held by the Board. The Boards targeted real estate is described in Attachment D.

The selected Proposer shall be responsible for the Scope of Services described in Attachment C, whichincludes producing a financially sound and comprehensive real estate analysis, study, plan or all relatedwork product necessary for the Board to sell, lease or otherwise maximize revenue and space utilizationthrough its targeted real estate.

Proposers shall include proposed compensation for their Services. The Board understands thatcompensation from the sale of real estate and leasing commissions is variable and unpredictable but alsorecognizes that managing and predicting income from such a source is within the expertise of P roposers,and will consider the market compensation rate for similar services, the creativity and feasibility of the

proposed compensation structure and the overall cost to the Board.

A firm may propose either as a joint venture or independently as a single Proposer, but not as both. If ajoint venture response is rejected, no firm which has participated in the joint proposal can be consideredto provide Services unless it has separately submitted a proposal. Similarly, two (2) or more firms maysubmit proposals as a prime contractor(s) and subcontractor(s) relationship. In the event of such anarrangement, the Board reserves the right to reject any subcontractor and accept only the primarycontractor. The Board will not accept a subcontractor and reject the primary contractor. If a subcontractorwishes to be considered separately for a portion of the Services, such firm should submit a separateproposal. A partnership, joint venture or sole proprietorship operating under an Assumed Name mustbe registered with the Illinois County in which it is located, as provided in the Assumed Business NameAct (805 ILCS 405.0.01, et. seq.).

Proposals shall be submitted in sealed envelopes or packages. The outside of the envelope must clearlyindicate: (i) that the proposal is for Specification No. 13-250017 Real Estate Brokerage, TransactionManagement and Strategic Planning Services, (ii) the time and date specified for receipt of Proposals(March 13, 2013 at 1:00 p.m.), and (iii) the name and address of Proposer.

Where proposals are sent by mail to the Chief Procurement Officer, the Proposer shall be responsible fortheir delivery to the Chief Procurement Officer before the advertised date and hour for the receipt of theproposals. If the mail is delayed beyond the date and hour set for the proposal receipt, proposals thusdelayed will not be considered and will be returned unopened. Proposer shall bear all cost ofresponding to this proposal.

Downloading RFP

This RFP must be downloaded from the Boards web site at:http://www.csc.cps.k12.il.us/purchasing/bid_openings.html

Proposers who download this RFP document waive their right to have clarifications and/or addenda sentto them. Such Proposers are responsible for checking the web site for clarifications and/or addenda.Failure to obtain clarifications and/or addenda from the web site shall not relieve such Proposers frombeing bound by additional terms and conditions, the clarifications and/or addenda, if any, or fromconsidering additional information contained therein in preparing their proposals. Note that there may bemultiple clarifications and/or addenda. Any harm to a Proposer resulting from such failure shall not bevalid grounds for a protest against award(s) made under this RFP.


5/46

5

Addenda to th is RFP: If a Proposer is in doubt as to the true meaning of a part of this RFP, a writtenrequest for interpretation thereof may be submitted to the Chief Procurement Officer. Any revisions ofthis RFP deemed necessary by the Chief Procurement Officer will be made only by an addendumissued by the Department of Procurement and Contracts prior to the due date of this RFP. A copy ofany such addendum will be e-mailed or faxed to each Proposer receiving this RFP. Failure on the partof the Proposer to receive any written addenda will not be grounds for withdrawal of a RFP. Proposermust acknowledge receipt of each addendum issued on the RFP Execution Page. Oral clarificationsoffered by any Board employees will not be binding on the Board.

Questions

Questions regarding this RFP should be addressed to:

Sbastien de Longeaux, Chief Procurement OfficerBoard of Education of the City of ChicagoDepartment of Procurement and Contracts125 S. Clark Street, 10th FloorChicago, IL 60603

ATTN: Patricia Hernandez, CPPBTel: 773-553-2256Fax: 773-553-2281Email: [email protected]

Questions may be submitted in writing via letter, fax, or e-mail at the contact information referencedabove and must be received by March 4, 2013 at 12:00 P.M. Questions received by the deadline will beanswered at the Pre-Submittal Conference on March 6, 2013, in the form of written clarifications whichwill be distributed to all Proposers who attend the Pre-Submittal Conference. The written clarification willalso be posted on the Boards website at:http://www.csc.cps.k12.il.us/purchasing/bid_openings.html.

Late questions will not be answered.

[REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]


6/46

6

II. GENERAL TERMS AND CONDITIONS

1. Contract: Proposer agrees that if approved as a provider for the services hereinafter described("Services"); Proposer will enter into a written contract with the Board ("Contract") for such Servicesprior to rendering any Services. The Contract will contain, among other things, the General Termsand Conditions contained herein.

In the event the Board and the Proposer fail to enter into a Contract, Proposer's approval for awardwill be revoked by the Board. The Board also reserves the right to revoke its approval for an award ofthe Contract for any reason including, but not limited to, the submission by Proposer of contract termswhich, in the Boards sole opinion, are substantially different from the general terms and conditions inthe RFP for the Contract, or agreed upon based on Proposers response.

2. Term of Contract : The term of the Contract shall commence on the date of contract execution andshall end (i) on the date said transaction (whether sale, lease or otherwise) of the targeted real estateidentified in Attachment D is completed or (ii) two (2) years thereafter, whichever is the first to occur.

The Board will have two (2) options to renew the Contract for a period of one (1) year each.

3. Scope of Services: Proposer agrees to provide the services set forth in Attachment C (Services),in accordance with the terms and conditions of the Contract. Services means, collectively, theservices, deliverables, products, duties and responsibilities described in the Scope of Servicesattached hereto as Attachment C. and any and all work necessary to complete them or carry them outfully and to the standard of performance required in this Contract. The Board retains final authoritywith respect to all Services related decisions, including sale or lease of any Board real estate. TheBoard may, from time to time, request changes to the Scope of Services. Any such changes,including any increase or decrease in fees paid to Proposer, shall be documented by a writtenamendment to the Contract signed by both parties.

4. Standards of Performance: Proposer shall devote, and shall cause all of its staff andsubcontractors to devote, such of their time, attention, best skill and judgment, knowledge andprofessional ability as is necessary to perform all Services effectively, efficiently and consistent withthe best interests of the Board and to the satisfaction of the Chief Procurement Officer (CPO).Proposer shall retain and utilize sufficient staff to assure the most effective and efficient performanceof Services and shall utilize, as required by law or by the Contract, professionals licensed in the Stateof Illinois in the applicable profession. Proposer shall use efficient business administration methodsand perform the Services in the best way and in the most expeditious manner consistent with the bestinterests of the Board., Proposer acknowledges and accepts a relationship of trust and confidencewith the Board and agrees to cooperate with the Board, and all other persons or entities which maybe retained by the Board, in performing Services to further the best interests of the Board.

5. Compensation, Payment:

A. Compensation: Compensation for the Services payable to the Proposer pursuant to the Contractshall not exceed the maximum brokerage fee authorized by the Board pursuant to the applicableBoard Report, as may be amended from time to time. Compensation shall be performance-based andbased on (i) the completion of a closing for the targeted property sold or (ii) the execution of a lease,license or intergovernmental agreement for property not targeted for sale. The Board shall not beobligated to pay for any Services not in compliance with the Contract. In the event of earlytermination of the Contract, the Board shall only be obligated to pay compensation due up to the dateof termination. In no event shall the Board be liable for any costs incurred or Services performedafter the effective date of termination.

B. Payment: Proposer shall be paid the agreed upon compensation (i) at the completion of a closingfor the targeted property sold or (ii) within 30 days of the execution of a lease, license orintergovernmental agreement for such targeted property not targeted for sale.


7/46

7

6. Non-appropriation: Expenditures not appropriated by the Board in its current fiscal year budget aredeemed to be contingent liabilities only and are subject to appropriation in subsequent fiscal yearbudgets. In the event sufficient funds are not appropriated in a subsequent fiscal year by the Boardfor performance under this Contract, the Board shall notify Proposer and this Contract shall terminateon the last day of the fiscal period for which funds were appropriated. In no event shall the Board be

liable to the Proposer for any amount in excess of the current amount appropriated and budgeted bythe Board to fund payments under this Contract.

7. Termination, Suspens ion of Services, Events of Default, Remedies, and Turnover ofDocuments

A. Early Termination. The Board may terminate this Contract in whole or in part, withoutcause, at any time, by a notice in writing from the Board to Proposer in accordance with thenotice provisions herein. The effective date of termination shall be fourteen (14) calendar daysfrom the date the notice is received or the date stated in the notice, whichever is later.

After notice is received, Proposer must restrict its activities and those of its subcontractors, towinding down any reports, analyses, or other activities previously begun. No costs incurred afterthe effective date of the termination are allowed. Payment for any Services actually and

satisfactorily performed before the effective date of the termination is on the same basis as setforth herein in the provision regarding compensation and payment.

Proposer must include in its contracts with subcontractors an early termination provision in formand substance equivalent to this early termination provision to prevent claims against the Boardarising from termination of subcontracts after the early termination of this Contract.

Proposer shall not be entitled to make any early termination claims against the Board resultingfrom any subcontractors claims against Proposer or the Board to the extent inconsistent with thisprovision.

B. Suspension of Services. The Board may, upon fourteen (14) calendar days writtennotice, direct Proposer to suspend Services in whole or part. Proposer shall promptly resume

performance of Services upon written notice from the Board and upon such equitable extensionof time as may be mutually agreed upon in writing by the Board and Proposer. Responsibility forany additional costs or expenses actually incurred by Proposer as a result of remobilization shallbe determined by mutual agreement of the parties.

C. Proposers Events of Default. Events of default (Events of Default) include, but are not

limited to, the following:

i) Any material misrepresentation by Proposer in the inducement or the performance ofthis Contract.

ii) Breach of any term, condition, representation or warranty made by Proposer in thisContract.

iii) Failure of Proposer to perform any of its obligations under this Contract including, but

not limited to, the following:a) Failure to timely perform any portion of the Services in the manner specifiedherein;

b) Failure to perform the Services with sufficient personnel and equipment or withsufficient material to ensure the timely performance of the Services;

c) Failure to perform the Services in a manner reasonably satisfactory to the Boardor the CPO;

d) Failure to promptly re-perform within a reasonable time and at no cost to theBoard, Services that were determined by the Board to be incomplete orunsatisfactory;


8/46

8

e) Discontinuance of the Services for reasons within Proposers reasonable control;or

f) Failure to comply with any term of this Contract including, but not limited to, theprovisions concerning insurance and nondiscrimination, and any other actsspecifically and expressly stated in this Contract constituting an Event of Default.

iv) Default by Proposer under any other agreement Proposer may presently have or mayenter into with the Board;

v) Any action or failure to act by Proposer which affects the safety and/or welfare ofstudents or Board staff; and

vi) Assignment by Proposer for the benefit of creditors or consent by Proposer to theappointment of a trustee or receiver or the filing by or against Proposer of any petitionor proceeding under any bankruptcy, insolvency or similar law.

D. Remedies. The occurrence of any Event of Default which Proposer fails to cure withinfifteen (15) calendar days (or such other period as the CPO may authorize in writing) after receiptof notice given in accordance with the terms of this Contract and specifying the Event of Defaultor which, if such Event of Default cannot be reasonably cured within said cure period after notice,Proposer fails to commence and continue diligent efforts to cure in the sole opinion of the Board,may permit the Board to declare Proposer in default. Whether to declare Proposer in default iswithin the sole discretion of the CPO. Written notification of an intention of the CPO to terminate

this Contract, in whole or in part, shall be provided and shall be final and effective uponProposers receipt of such notice or on the date set forth in the notice, whichever is later. When anotice of an intention to terminate is given as provided in this Section, Proposer must discontinueall Services, unless otherwise directed in the notice, and must deliver to the Board all materialsprepared or created in the performance of this Contract, whether completed or in-process. Uponthe giving of such notice as provided in this Contract, the Board may invoke any or all of thefollowing remedies:

i) Take over and complete the Services or any part thereof, either directly or throughothers, as agent for and at the cost of Proposer. In such event, Proposer shall beliable to the Board for any excess costs incurred by the Board. Any amount dueProposer under this Contract or any other agreement Proposer may have with theBoard may be offset against amounts claimed due by the Board in exercising this

remedy.

ii) Terminate this Contract, in whole or in part, as to any or all of the Services yet to beperformed, effective at a time specified by the Board.

iii) Suspend Services during the fifteen (15) day cure period if the default results from anaction or failure to act by Proposer which affects the safety and/or welfare of studentsor Board staff.

iv) Seek specific performance, an injunction or any other appropriate equitable remedy.

v) Receive from Proposer any and all damages incurred as a result or in consequenceof an Event of Default.

vi) Money damages.

vii) Withhold all or part of Proposer's compensation under this Contract that are due orfuture payments that may become due under this Contract.

viii) Deem Proposer non-responsible in future contracts to be awarded by the Board,and/or seek debarment of the Proposer pursuant to the Board's Debarment Policy onNon-Responsible Persons in Procurement Transactions (08-1217-PO1), as may beamended from time to time.


9/46

9

The Board may elect not to declare Proposer in default or to terminate this Contract. The partiesacknowledge that this provision is solely for the benefit of the Board and that if the Board permitsProposer to continue to provide the Services despite one or more Events of Default, Proposershall in no way be relieved of any responsibilities, duties or obligations under this Contract norshall the Board waive or relinquish any of its rights under this Contract, at law, equity or statute,nor shall the Board be deemed to have waived or relinquished any of the rights it has to declarean Event of Default in the future.

The remedies under the terms of this Contract are not intended to be exclusive of any otherremedies provided, but each and every such remedy shall be cumulative and shall be in additionto any other remedies, existing now or hereafter, at law, in equity or by statute. No delay oromission to exercise any right or power accruing upon the occurrence of any Event of Defaultshall be construed as a waiver of any Event of Default or acquiescence thereto, and every suchright and power may be exercised from time to time and as often as may be deemed expedient.

If the Boards election to terminate this Contract for default under this Section is determined by acourt of competent jurisdiction to have been wrongful, then in that case the termination is to beconsidered an early termination pursuant to Section 7.A above.

E. Turnover of Documents and Records. Upon demand of the Board after termination ofthis Contract for any reason or the expiration of this Contract by its terms, Proposer shall turn

over to the Board or its designee within five (5) days of demand, all materials, supplies,

equipment owned or purchased by the Board, completed or partially completed work product or

analyses, data, computer disks, documents and any other information relating in any way to this

Contract or the performance or furnishing of Services, except that Proposer may keep a copy of

such information for its own records.

8. Assignment: This Contract shall be binding on the parties and their respective successors andassigns, provided however, that neither party may assign this Contract or any obligations imposedhereunder without the prior written consent of the other party.

9. Confidential Information, Dissemination of Information , Ownership, Survival:

A. Confidential Information. In the performance of the Services, Proposer may have access to orreceive certain information that is not generally known to others (Confidential Information).Proposer acknowledges that Confidential Information includes, but is not limited to, propertyinformation, proprietary information, copyrighted material, educational records, employee data,information relating to health records, and other information of a personal nature. Proposer shall notuse or disclose any Confidential Information or any finished or unfinished, documents, screens,reports, writings, procedural manuals, forms, source code, object code, work flow charts, methods,processes, data, data studies, drawings, maps, files, records, computer printouts, designs, equipmentdescriptions,or other materialsprepared or generated as a result of this Contract (Work Product)without the prior written consent of the Board. Proposer shall use at least a commercially reasonablestandard of care in the protection of the Confidential Information of the Board. Upon the expiration ortermination of this Contract, Proposer shall promptly cease using and shall return or destroy (andcertify in writing destruction of) all Confidential Information furnished by the Board along with allcopies thereof in its possession including copies stored in any computer memory or storage medium.

B. Dissemination of Information. With the exception of the information to be disclosed pursuant tothe property marketing strategy agreed upon by Proposer and the Board, Proposer shall notdisseminate any information obtained in conjunction with or relation to the Contract to a third partywithout the prior written consent of the Board. Proposer shall not issue publicity news releases orgrant press interviews during or after the term of the Contract, except as may be required by law orwith the prior written consent of the Board. If Proposer is presented with a request for documents by


10/46

10

any administrative agency or with a subpoena duces tecum regarding any Confidential Informationand/or Work Product which may be in Proposers possession as a result of the Contract, Proposershall immediately give notice to the Board and its General Counsel with the understanding that theBoard shall have the opportunity to contest such process by any means available to it prior tosubmission of any documents to a court or other third party. Proposer shall not be obligated towithhold delivery of documents beyond the time ordered by a court of law or administrative agency,

unless the request for production or subpoena is quashed or withdrawn, or the time to produce isotherwise extended.

C. Ownership. Proposer agrees that, to the extent permitted by law, any and all Work Product shallexclusively be deemed works for hire within the meaning and purview of the United States CopyrightAct, 17 U.S.C. 101 et seq. To the extent any Work Product does not qualify as a work for hire,Proposer irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and tothe Work Product in all media throughout the world in perpetuity and all intellectual property rightstherein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted bylaw. All intellectual property, Confidential Information, and Work Product shall at all times be andremain the property of the Board. Proposer shall execute all documents and perform all acts that theBoard may request in order to assist the Board in perfecting or protecting its rights in and to the WorkProduct and all intellectual property rights relating to the Work Product. All of the foregoing items

shall be delivered to the Board upon demand at any time and in any event, shall be promptlydelivered to the Board upon expiration or termination of the Contract within three (3) business days ofdemand. In addition, Proposer shall return the Boards data in the format requested by the Board. Ifany of the above items are lost or damaged while in Proposers possession, such items shall berestored or replaced at Proposer's expense.

D. Staff and Subcontractors. Proposer agrees to cause its personnel, staff, agents andsubcontractors, if any, to undertake the same obligations of confidentiality, dissemination ofinformation and ownership agreed to herein by Proposer.

E. Freedom of Information Act. Proposer acknowledges that this Contract and all documentssubmitted to the Board related to the Contract award are a matter of public record and are subject tothe Illinois Freedom of Information Act (5 ILCS 140/1) and any other comparable state and federallaws and that this Contract is subject to reporting requirements under 105 ILCS 5/10-20.44. Proposerfurther acknowledges that this Contract shall be posted on the Boards Internet web site.

F. Survival. The provisions of this Section shall survive the termination or expiration of the Contract.

10. Representations and Warranties of Proposer: Proposer represents and warrants that thefollowing shall be true and correct as of the effective date of the Contract and shall continue to be trueand correct throughout the term of this Contract and any renewals thereof.

A. Licensing/Certification. Proposer is appropriately licensed/certified under Illinois law to engage inthe type of business conducted under the scope of the professional license and the Contract, andProvider shall not engage in any business for which a professional license is required by law and for

which Proposer, its employees, agents, or subcontractors, as applicable, are not appropriatelylicensed.

B. Compliance with Laws. Proposer is and shall remain in compliance with all applicable federal,state, county, and municipal, statutes, laws, ordinances, and regulations relating to the Contract andthe performance of Services in effect now or later and as amended from time to time.

C. Good Standing. Proposer is not in default and has not been deemed by the Board to be in defaultunder any other Contract with the Board during the five (5) year period immediately preceding theeffective date of the Contract.


11/46

11

D. Authorization. Proposer represents that it has taken all action necessary for the approval andexecution of the Contract, and execution by the person signing on behalf of Proposer is dulyauthorized by Proposer and has been made with complete and full authority to commit Proposer to allterms and conditions of the Contract which shall constitute valid, binding obligations of Proposer.

E. Financially Solvent. Proposer warrants that it is financially solvent, is able to pay all debts as theymature and is possessed of sufficient working capital to perform all obligations under the Contract.

F. Gratuities. No payment, gratuity or offer of employment was made by or to Proposer in relation tothe Contract or as an inducement for award of the Contract.

G. Research Activities and Data Requests. Proposer acknowledges and agrees that in the eventProposer seeks to conduct research activities in the Chicago Public Schools or use CPS student datafor research purposes in connection with this Contract, Proposer shall comply with the BoardsResearch Study and Data Policy adopted on J uly 28, 2010, as may be amended from time to time.Proposer acknowledges and agrees that it may not begin any research activities or obtain data forresearch purposes without the prior written consent of the Boards Research Director or her designee.

H. Prohibited Acts. Within the three (3) years prior to the effective date of this Contract, Proposer orany of its members if a joint venture or a limited liability company, or any of its or their respectiveofficers, directors, shareholders, members, managers, other officials, agents or employees (i) havenot been convicted of bribery or attempting to bribe a public officer or employee of any public entityand (ii) have not been convicted of agreeing or colluding among contractors or prospectivecontractors in restraint of trade, including bid-rigging or bid-rotating, as those terms are defined underthe Illinois Criminal Code.

I. Contractors Disclosure Form. The disclosures in the Contractors Disclosure Form, previouslysubmitted by Proposer, are true and correct. Proposer shall promptly notify Board in writing of anymaterial change in information set forth therein, including, but not limited to, change in ownership orcontrol, and any such change shall be subject to Board approval which shall not be unreasonablywithheld.

11. Independent Contractor: It is understood and agreed that the relationship of Proposer to the Boardis and shall continue to be that of an independent contractor and neither Proposer nor any ofProposer's employees shall be entitled to receive Board employee benefits. It is further understoodand agreed that the Board shall not be responsible for, nor incur any liability for, any State or Federalwithholding or other taxes or for FICA or State unemployment insurance for Proposer, its agents,employees or subcontractors, and the payment of any such taxes incurred or due by Proposer shallbe the sole responsibility of Proposer. Proposer agrees that neither Proposer, nor its Staff shallrepresent themselves as employees or agents of the Board. Proposer shall provide the Board with avalid taxpayer identification number as defined by the United States Internal Revenue Code,including, but not limited to, a Social Security Number or a Federal Employer Identification Number.

12. Board Not Subject to Taxes: The federal excise tax does not apply to the Board by virtue ofExemption Certificate No. 36-600584, and the State of Illinois sales tax does not apply to the Boardby virtue of Exemption No. E9997-7109. The compensation to be paid under this Contract isinclusive of all other taxes that may be levied or based on this Contract including, without limitation,sales, use, nonresident, value-added, excise, and similar taxes levied or imposed on the Services tobe provided under this Contract, but excluding taxes levied or imposed on the income or businessprivileges of the Proposer. The Proposer shall be responsible for any taxes levied or imposed uponthe income or business privileges of the Proposer.

13. Indemnification: Proposer agrees to defend, indemnify and hold harmless the Board, its members,


12/46

12

employees, agents, officers and officials from and against liabilities, losses, penalties, damages andexpenses, including costs and attorney fees, arising out of all claims, liens, damages, obligations,actions, suits, judgments or settlements, or causes of action, of every kind, nature and characterarising or alleged to arise out of the negligent or willful acts or omissions of the Proposer, its officers,agents, employees and subcontractors in the performance of this Contract. This includes, but is notlimited to, the unauthorized use of any trade secrets, patent infringement, or trademark or copyrightviolation.

Proposer shall, at its own cost and expense, appear, defend and pay all attorney fees and, othercosts and expenses arising hereunder. In addition, if any judgment shall be rendered against theBoard in any such action, the Proposer shall, at its own expense, satisfy and discharge suchobligation of the Board. The Board shall have the right, at its own expense, to participate in thedefense of any suit, without relieving the Proposer of any of its obligations hereunder. The Boardretains final approval of any and all settlements or legal strategies which involve the interest of theBoard.

However, if Proposer, after receiving notice of any such proceeding, fails to immediately begin thedefense of such claim or action, the Board may (without further notice to Proposer) retain counsel andundertake the defense, compromise, or settlement of such claim or action at the expense of Proposer,subject to the right of Proposer to assume the defense of such claim or action at any time prior tosettlement, compromise or final determination thereof. The cost and expense of counsel retained by theBoard in these circumstances shall be borne by Proposer and Proposer shall be bound by, and shall paythe amount of, any settlement, compromise, final determination or judgment reached while the Boardwas represented by counsel retained by the Board pursuant to this paragraph, or while Proposer wasconducting the defense.

To the extend permissible by law, Proposer waives any limits to the amount of its obligations todefend, indemnify, hold harmless, or contribute to any sums due under any losses, including anyclaim by any employee of Proposer that may be subject to the Workers Compensation Act, 820 ILCS305/1 et seq. or any other related law or judicial decision (such as Kotecki v. Cyclops WeldingCorporation, 146 Ill. 2nd 155 (1991)). The Board, however, does not waive any limitations it may haveon its liability under the Illinois Workers Compensation Act, the Illinois Pension Code, any other

statute or judicial decision.

The indemnities set forth herein shall survive the expiration or termination of the Contract.

14. Non-Liability of Board Officials: Proposer agrees that no Board member, employee, agent, officeror official shall be personally charged by Proposer, its members if a joint venture, or anysubcontractors with any liability or expense under the Contract or be held personally liable under theContract to Proposer, its members if a joint venture, or any subcontractors.

15.Board Not Subject to Taxes: The federal excise tax does not apply to the Board by virtue ofExemption Certificate No. 36-600584, and the State of Illinois sales tax does not apply to the Boardby virtue of Exemption No. E9997-7109. The amounts to be paid to Proposer hereunder are inclusiveof all other taxes that may be levied or based on the Contract, including without limitation sales, use,

nonresident, value-added, excise, and similar taxes levied or imposed on the Services to beperformed under the Contract, but excluding taxes levied or imposed on the income or businessprivileges of Proposer. Proposer shall be responsible for any taxes levied or imposed upon theincome or business privileges of Proposer.

16. Insurance Requirements: Proposer, at its own expense, shall procure and maintain insurancecovering all operations under the Contract, whether performed by Proposer or by subcontractors. Allinsurers shall be licensed by the State of Illinois and rated A-VII or better by A.M. Best or acomparable rating service and policies shall not contain non-standard exclusions. Proposer shallsubmit to the Board satisfactory evidence of insurance coverage prior to commencement of Services


13/46

13

and upon request, shall promptly provide a certified copy of any applicable policy of insurance.Minimum insurance requirements are:

A. Workers Compensation and Employers Liability Insurance: Workers Compensation Insuranceaffording workers compensation benefits for all employees as required by law and EmployersLiability Insurance covering all Proposers employees who perform the Services, with limits of not

less than Five Hundred Thousand and 00/100 Dollars ($500,000.00) per occurrence. Theworkers' compensation policy shall contain a waiver of subrogation clause;

B. Commercial General Liability Insurance: Commercial General Liability Insurance or equivalentwith limits of not less than One Million Dollars ($1,000,000.00) per occurrence, and Two MillionDollars ($2,000,000.00) in the aggregate for bodily injury, personal injury and property damageliability. Coverage shall include, but not be limited to: all operations, contractual liability,independent contractors, products/completed operations (for a minimum of two (2) yearsfollowing completion), and defense;

C. Automobile Liability Insurance: Automobile Liability Insurance when any motor vehicle (whetherowned, non-owned or hired) is used in connection with this Contract, with limits of not less thanOne Million and 00/1000 Dollars ($1,000,000.00) per occurrence for bodily injury and property

damage.

D. Professional Liability/Errors and Omissions: If professional services are rendered, proposer shallmaintain such coverage with limits of not less than Five Million and 00/100 Dollars($5,000,000.00) per claim for errors and omissions in conjunction with professional servicesinclusive of assumption of contractual liability. The policy shall have a retroactive date effectivewith the commencement of professional services and have an extended reporting period of notless than two (2) years following completion of such professional service. Subcontractorsperforming work for the Proposer who do not render professional services are not required toprovide this coverage.

E. Additional Insured: Proposer shall have its Commercial General Liability Insurance andAutomobile Liability Insurance policies endorsed to provide that the Board of Education of the City

of Chicago, a body politic and corporate, and its members, employees and agents, and any otherentity as may be designated by the Board are named as additional insured on a primary basiswithout recourse or right of contribution from the Board.

The insurance company, or its representative, shall submit an insurance certificate evidencing allcoverage as required hereunder and indicating the Additional Insured status as required above. TheBoard reserves the right to withhold payment under this Contract pending receipt of satisfactory proofof insurance meeting the requirements set forth herein. The certificate must provide thirty (30) daysprior written notice of material change, cancellation, or non-renewal be given to:

Board of Education of the City of ChicagoRisk Management Department

125 S. Clark Street, 7

th

FloorChicago, Illinois 60603Attn: Director of Risk Management

Copy to: Board of Education of the City of ChicagoDepartment of Procurement and Contracts125 S. Clark Street, 10th FloorChicago, Illinois 60603Attn: Patricia Hernandez, CPPB


14/46

14

Any failure of the Board to demand or receive proof of insurance coverage shall not constitute awaiver of Proposers obligation to obtain the required insurance. The receipt of any certificate doesnot constitute agreement by the Board that the insurance requirements in this Contract have beenfully met or that the insurance policies indicated on the certificate are in compliance with all Contractrequirements. Proposers failure to carry or document required insurance shall constitute a breach ofthe Proposers Contract with the Board. In the event Proposer fails to fulfill the insurancerequirements of this Contract, the Board reserves the right to stop all work until proper evidence ofinsurance is provided, or this Contract may be terminated.

Any deductibles or self-insured retentions on referenced insurance coverage must be borne byProposer. Any insurance or self-insurance programs maintained by the Board do not contribute withinsurance provided by the Proposer and subcontractors under this Contract. All Proposer andsubcontractor insurance is considered by the parties to this Contract to be primary and collectibleabove all other coverage including, but not limited to, the Boards insurance and self-insurance.

All subcontractors are subject to the same insurance requirements of Proposer unless otherwisespecified in this Contract. The Proposer shall require any subcontractors under this Contract tomaintain comparable insurance naming the Proposer, the Board inclusive of its members, employeesand agents, and any other entity designated by the Board, as Additional Insureds. The Proposer willmaintain a file of subcontractors insurance certificates evidencing compliance with these

requirements.

The coverages and limits furnished by Proposer in no way limit the Proposer's liabilities andresponsibilities specified within this Contract or by law. The required insurance is not limited by anylimitations expressed in the indemnification language in this Contract, if any, or any limitation thatmight be placed on the indemnity in this Contract given as a matter of law.

The Proposer agrees that insurerswaive their rights of subrogation against the Board.

Awarded Proposer(s) must register with the insurance certificate monitoring company designated bythe Board (see below), and must maintain a current insurance certificate on file during the entire Termof the Contract. Awarded Proposer(s) must register and pay the initial annual monitoring fee to theinsurance certificate monitoring company prior to performing Services for the Board. The initial annual

monitoring fee is currently Twelve Dollars ($12.00) per year, but the fee may be subject to change.

Each year, Board-approved, registered vendors will be notified 30 to 45 days prior to theexpiration date of their required insurance coverage (highlighted on their latestsubmit ted insurance certificate on file) in order to submit an updated insurance certifi catewith the insurance certificate monito ring company. Insurance certificate submissions andrelated annual fees are required to be made online at the dedicated website established by thecertificate monitoring company (see URL below). If there are any questions on submissionsand payment options, Proposer can contact the certificate monitoring company li sted below.

Certificate Monitor ing Company:Topiary Communications Inc.676 N. LaSalle - Suite 230

Chicago, IL 60654Phone: (312) 494-5709Email: [email protected]: http://www.cpsvendorcert.com(designated website for onlineregistration, insurance certificate submissions and annual fee payments)

17. Audit and Document Retention: Proposer shall permit and cooperate in good faith in any audits bythe Board, including its Department of Procurement and Contracts, or its agents for compliance bythe Proposer with this Contract. Proposer shall furnish the Board with such information, supporting


15/46

15

documentation and reports as may be requested relative to the progress, execution and costs of theServices, and compliance with applicable MBE/WBE requirements. Failure of the Proposer to complyin full and cooperate with the requests of the Board or its agents shall give the Board, in addition to allother rights and remedies hereunder, the right to charge the Proposer for the cost of such audit.Proposer shall maintain all records, correspondence, receipts, vouchers, memoranda and other datarelating to Proposers performing of Services under this Contract. All records referenced above shallbe retained for five (5) years after the termination or expiration of this Contract and shall be subject toinspection and audit by the Board. Proposer shall require all of its subcontractors to maintain theabove-described records and allow the Board the same right to inspect and audit said records as setforth herein.

18. Notices: All notices required under the Contract shall be in writing and sent to the addresses andpersons set forth below, or to such other addresses as may be designated by a party in writing. Allnotices shall be deemed received when (i) delivered personally, or (ii) sent by confirmed telex orfacsimile (followed by the actual document), or (iii) one day after deposit with a commercial expresscourier specifying next day delivery, with written verification of receipt. Refusal to accept delivery hasthe same effect as receipt.

IF TO THE BOARD: Board of Education of the City of ChicagoDepartment of Procurement and Contracts125 South Clark Street, 10th FloorChicago, IL 60603Attn: Chief Procurement OfficerFax: (773) 553-1224

Copy to: Board of Education of the City of ChicagoLaw Department125 South Clark Street, Suite 700Chicago, IL 60603Attn: General CounselFax: (773) 553-1701

IF TO PROPOSER: (to be completed by Proposer)________________________________________________________________Phone: __________________________Fax: ____________________________Attn: ____________________________

19. Right of Entry: Proposer and any of its officers, employees, agents or subcontractors performingServices shall be permitted to enter upon Board property in connection with the performance ofServices hereunder, subject to the terms and conditions contained herein and those rules establishedby the Board. Proposer shall provide advance notice to the Board whenever applicable, of any suchintended entry. Consent to enter upon Board property given by the Board shall not create, nor bedeemed to imply, the creation of any additional responsibilities on the part of the Board. Proposershall use, and shall cause each of its officers, employees, agents or subcontractors to use, thehighest degree of care when entering upon any property owned by the Board. Any and all claims,suits or judgments, costs, or expenses, including, but not limited to, reasonable attorneys fees,arising from, by reason of, or in connection with any such entries shall be treated in accordance withthe applicable terms and conditions of the Contract including, without limitation, the indemnificationprovisions contained in the Contract.

20. Non-Discrimination : It shall be an unlawful employment practice for Proposer or any of its staff orsubcontractors to fail or refuse to hire or to discharge any individual, or otherwise to discriminate


16/46

16

against any individual with respect to compensation, or other terms, conditions, or privileges ofemployment, because of such individual's race, color, ancestry, religion, sex, sexual orientation, age,disability, marital status, parental status, military discharge status or national origin; or to limit,segregate, or classify employees or applicants for employment in any way that would deprive or tendto deprive any individual from equal employment opportunities or otherwise adversely affect anindividual's status as an employee because of such individual's race, color, ancestry, religion, sex,sexual orientation, age, disability, marital status, parental status, military discharge status or nationalorigin. At all times, Proposer shall remain in compliance with, but not limited to: the Civil Rights Act of1964, 42 U.S.C.A. 2000a, et seq., as amended; the Age Discrimination in Employment Act, 29U.S.C.A. 621, et seq.; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C.A. 701, et seq.; asamended; the Americans with Disabilities Act, 42 U.S.C.A. 12101, et seq.; the Individuals withDisabilities Education Act, 20 U.S.C.A. 1400 et seq., as amended; the IL Human Rights Act, 775ILCS 5/1-101, et seq. as amended; the IL School Code, 105 ILCS 5/1-1 et seq.; the IL Public WorksEmployment Discrimination Act, 775 ILCS 10/0.01 et seq.; and the Chicago Human RightsOrdinance, ch. 2-160 of the Municipal Code of Chicago, and all other applicable federal statutes,regulations and other laws. Nothing in this paragraph is intended nor shall be construed to create aprivate right of action against the Board or any of its employees. Furthermore, no part of thisparagraph shall be construed to create contractual or other rights or expectations for the Proposersemployees or the Proposers subcontractors employees.

21. Entire Agreement and Amendment: The Contract executed by Proposer and the Board, includingall attachments attached to it and incorporated into it, shall constitute the entire agreement of theparties with respect to the matters contained herein. All attached exhibits are incorporated into andmade a part of this Contract. No modification of or amendment to the Contract shall be effectiveunless such modification or amendment is in writing and signed by both parties hereto. Any prioragreements or representations, either written or oral, relating to the subject matter of the Contract areof no force or effect.

22. Governing Law: The Contract shall be governed as to performance and interpretation in accordancewith the laws of the State of Illinois. Proposer irrevocably submits itself to the original jurisdiction ofthose courts located in the County of Cook, State of Illinois, with regard to any controversy arisingout, or relating to, or in any way concerning the execution or performance of the Contract. Proposeragrees that service of process on the Proposer may be made, at the option of the Board, by eitherregistered or certified mail addressed to the office identified in the notice provision herein, byregistered or certified mail addressed to the office actually maintained by the Proposer, or by personaldelivery on any officer, director, or managing or general agent of the Proposer. If any action isbrought by the Proposer against the Board concerning the Contract, the action shall only be broughtin those courts located within the County of Cook, State of Illinois.

23. Continuing Obligation to Perform: In the event of any dispute between Proposer and Board,Proposer shall expeditiously and diligently proceed with the performance of all its obligations underthe Contract with a reservation of all rights and remedies it may have under or pursuant to theContract at law or in equity.

24.Conflict of Interest: The Contract is not legally binding on the Board if entered into in violation of the

provisions of 105 ILCS 5/34-21.3, which restricts the employment of, or the letting of contracts to,former Board members within a one year period following expiration or other termination of theiroffice.

25. Indebtedness: The Proposer agrees to comply with the Boards Indebtedness Policy adopted J une26, 1996 (96-0626-PO3), as amended from time to time, which policy is hereby incorporated byreference into and made a part of this Contract as fully set forth herein.

26. Ethics: No officer, agent or employee of the Board is or shall be employed by the Proposer or has or


17/46

17

shall have a financial interest, directly, or indirectly, in the Contract or the compensation to be paidhereunder except as may be permitted in writing by the Boards Ethics Policy adopted May 25, 2011(11-0525-PO2), as amended from time to time, which policy is hereby incorporated by reference intoand made a part of the Contract as fully set forth herein.

27. Inspector General: Each party to the Contract hereby acknowledges that in accordance with 105

ILCS 5/34-13.1, the Inspector General of the Board of Education of the City of Chicago has theauthority to conduct certain investigations and that the Inspector General shall have access to allinformation and personnel necessary to conduct those investigations.

28. Waiver: No delay or omission by the Board to exercise any right hereunder shall be construed as awaiver of any such right and the Board reserves the right to exercise any such right from time to timeas often and as may be deemed expedient.

29. Survival/Severability: All express warranties, representations and indemnifications made or given inthe Contract shall survive the performance of Services by Proposer or the termination or expiration ofthe Contract for any reason. If any provision or part of this Contract is held to be unenforceable, thisContract shall be considered divisible and such provision shall be deemed inoperative to the extent itis deemed unenforceable, and in all other respects this Contract shall remain in full force and effect;

provided, however, that if any such provision may be made enforceable by limitation thereof, thensuch provision shall be deemed to be so limited and shall be enforceable to the maximum extentpermitted by applicable law.

30. Join t and Several Liabilit y: If Proposer, or its successors or assigns, if any, is comprised of morethan one individual or other legal entity (or a combination thereof); then, and in that event, each andevery obligation or undertaking herein stated to be fulfilled or performed by Proposer shall be the jointand several obligation or undertaking of each such individual or other legal entity.

31. MBE/WBE Program: Proposer acknowledges that it is familiar with the requirements of the BoardsRemedial Program for Minority and Women Owned Business Enterprise Participation in Goods andServices Contracts,which is incorporated by reference as if fully set forth herein. Proposer agrees toadhere to the minimum participation goals and to all other applicable MBE/WBE requirements as set

forth in the plan. Proposer agrees to submit such documentation in connection with the plan as maybe requested by the Board.

32. Debarment Policy. Proposer acknowledges that, in performance of Services for the Board,Proposer shall not utilize any firms that have been debarred from doing business with the Boardunder the Boards Debarment Policy and Procedures, 08-1217-PO1, as amended from time to time.If Proposer has engaged any firm to perform Services that is later debarred, Proposer shall sever itsrelationship with that firm with respect to performing Services to the Board.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.


18/46

18

III. SUBMITTAL REQUIREMENTS

Discussions may be conducted with Proposers who submit proposals determined to have a reasonablepossibility of being selected by the Board. All Proposers shall be accorded fair and equal treatment withrespect to the RFP process. In conducting any discussions, there shall be no disclosure of anyinformation derived from proposals submitted by other Proposers. PROPOSALS MAY BE DEEMEDNON-RESPONSIVE AND WILL NOT BE FURTHER CONSIDERED FOR FAILING TO SUBMIT ARESPONSE AND/OR DOCUMENTATION THAT ADDRESSES EACH AND EVERY PARAGRAPHCITED IN THIS SECTION.

1. Format of Response: All proposals must be submitted on standard 8 1/2" x 11" bond paperbound on one side with numbered pages and section dividers for each item listed in Section 2below. Proposals must be bound on the left side or stapled together in the upper left corner ofthe page. Expensive papers and bindings are discouraged since no materials will be returned tothe Proposer.

The Proposer shall produce a proposal that is consistent with the structure and inclusive of thetopics described in Section 2 below. The Board reserves the right to contact the Proposer toobtain cost and scope clarification at any time throughout the selection and contract negotiationprocess. The Board may make such investigations, as it deems necessary, to determine the

ability of the Proposer to perform the Services described within this RFP. The Board reserves theright to reject any proposal if the evidence submitted or the investigation of the Proposer fails tosatisfy the Board that the Proposer is properly qualified to complete the Services contemplatedwithin.

2. Contents of Response:

a. A typed cover letter, signed by an authorized representative of Proposer, which contains:

(i) the Request for Proposals No. 13-250017;

(ii) a written acknowledgement to enter into a Contract with the Board, if such proposal isaccepted and a contract awarded;

(iii) written acknowledgement that the proposal is firm for a period of at least ninety (90) days;and

(iv) the contact information for the person responsible for contract administration on behalf ofProposer, including name, address, telephone number and email address;

b. The attached Proposal Execution Page (Section V) executed by an individual with authority to doso on behalf of Proposer;

c. List of key personnel who would be assigned to work with the Board, including the primary,designated representative(s) to be available on a regular basis for interaction with the Board andmembers from Proposers organization, whether from the corporate office and/or outside the

immediate geographic area, who would be available for consultations and conferences with theBoard;

d. Qualifications and experience of the key personnel who would be designated to work with theBoard, including involvement with owners of large property portfolios and familiarity with the lawsand practices applicable to public agency real estate matters;

e. A proposed initial analysis and marketing plan for the targeted real estate identified in AttachmentD;


19/46

19

f. A minimum of three (3) non-Board references and their telephone number for which Proposer hasprovided services similar to those described in this RFP within the past five (5) years (the Boardreserves the right to contact these references);

g. Evidence of current insurance coverage (and if such coverage is lacking the requirements statedin this RFP, Proposer shall include a statement of commitment to acquire the required insurancecoverage, should it be awarded the Contract);

h. Evidence of proper brokerage licensing to do business in the City of Chicago and/or the State ofIllinois, as applicable, and all other licenses and certifications as may be necessary for Proposersbusiness; and

i. A proposed compensation structure for payments to be made to Proposer (i) at the completion ofa closing for the targeted property sold, or (ii) within thirty (30) days of the execution of a lease,license or intergovernmental agreement for such targeted property not targeted for sale, should itbe awarded the Contract.

j. For new vendors, the Contractors Disclosure Form (CDF) must be signed, notarized, andsubmitted. The CDF is available for download from the Boards websiteat http://www.csc.cps.k12.il.us/purchasing/index.php@tab=0&id=34.htm. For vendors who have

submitted a CDF within the last twelve (12) months, Proposer will be required to certify that theinformation in the CDF previously submitted is true and accurate as the submittal date for this bidsolicitation. The certificate for current vendors can be found on Attachment A. The new CDF orcertification as applicable must be properly completed.

k. W-9 Form Request for Taxpayer Identification Number and Certification Affidavit (Refer toAttachment A) must be properly completed. W-9 Tax Forms are only required for Proposerswho do not have an active CPS vendor number or for Proposers w ith active vendornumbers whose W-9 information has changed.

l. MBE/WBE Program: (Refer to Attachment B) All sections of the Remedial Program for Minorityand Women Owned Business Enterprise Participation in Goods and Services Contracts thatapply to your business entity must be filled out in their entirety. Any sections that do not apply

must be clearly marked N/A. These completed documents must be submitted with the requiredcopies of your Proposal. Please note that all MBE/WBE documents in reference to your businessthat require a notarized signature must also be included in the submittal package. For the term ofthis contract, the proposal shall adhere to the minimum goals set at 30% for MBE and 7% forWBE participation and shall adhere to all other applicable MBE/WBE requirements as set forth inprogram.

m. List, and briefly describe, any and all legal actions for the past three (3) years in which theProposer has been a debtor in bankruptcy, a defendant in a lawsuit for deficient performanceunder a contract or agreement; a respondent in an administrative action for deficient performanceor a defendant in a criminal action.

n. A copy of the executed joint venture agreement, if applicable, must be submitted.

o. List, and briefly describe any past work history with the Board or other school districts within thelast five (5) years, including the specific projects worked on or the specific services delivered tothe Board or other school districts.


20/46

20

IV. EVALUATION CRITERIA AND BASIS OF AWARD

1. SELECTION PROCESS

a) Evaluation Commit tee: An Evaluation Committee, which will include representatives from theReal Estate and Procurement and Contracts Departments, and may include representatives fromother Board Departments, will review proposals, in accordance with the evaluation criteria setforth herein. The Evaluation Committee will submit its recommendation to the Chief ProcurementOfficer for review and concurrence, and request that the Chief Procurement Officer recommendto the Board that those Proposers meeting the Board's criteria be awarded the Contract(s). Atthe discretion of the Board, certain Proposers may be contacted, prior to final selection, to submitbest and final proposals for brokerage fees and/or to make oral presentations.

b) Competency of Proposer: No award will be made to any person, firm or corporation that is inarrears or is in default with the Board, the City of Chicago, the State of Illinois and the County ofCook upon any debt or contract, or that is a defaulter upon any obligation to the Board, or hasfailed to perform faithfully on any previous contract with the Board.

c) Consideration of Proposals: The Chief Procurement Officer shall represent the Board in allmatters pertaining to this RFP. The Chief Procurement Officer reserves the right to reject any

response and to disregard any informality in the responses when, in his opinion, the best interestof the Board will be served by such action.

d) Addenda to th is RFP: If a Proposer is in doubt as to the true meaning of a part of this RFP, awritten request for interpretation thereof may be submitted to the Chief Purchasing Officer. Anyrevisions of this RFP deemed necessary by the Chief Purchasing Officer will be made only by anaddendum issued by the Department of Procurement and Contracts prior to the due date of thisRFP. A copy of any such addendum will be mailed, faxed or delivered to each Proposerreceiving this RFP. Failure on the part of the Proposer to receive any written addenda will not begrounds for withdrawal of a RFP. Proposer must acknowledge receipt of each addendum issuedon the RFP Execution Page. Oral clarifications offered by any Board employees will not bebinding on the Board.

2. EVALUATION CRITERIA

Proposer shall be evaluated on the following criteria:

a) Submission of all submittal requirements;

b) Ability to demonstrate understanding of the Scope of Services described herein through awell-articulated Marketing Plan;

c) Professional qualifications and experience of key personnel including the key personnel'sability to perform the Services as reflected by technical training and education, availablestaffing of adequate personnel, general experience and specific experience in providing the

required Services.

d) Past performance on other contracts with the Board (if applicable) and any other entity interms of quality of work and compliance with performance schedules. The EvaluationCommittee may solicit from previous clients, including the Board, other government agencies,or any other available sources, relevant information concerning the Proposer's record of pastperformance;

e) Quality of responses received from the three (3) references;


21/46

21

f) Longevity and depth of in-house staff as a service organization;

g) Compliance with the insurance and licensing requirements described herein;

h) Degree to which Proposer accepts the Boards general terms and conditions; and

i) The proposed compensation structure.

j) Legal actions which may affect performance of the Services required under this RFP.

k) The evaluation of the MBE/WBE plan will be based on the quality of proposed MBE/WBEparticipation as demonstrated by the level, relevance, and quality of participation byMinority/Women Business Enterprises. It should be noted that failure to submit a completeand comprehensive MBEWBE plan demonstrating compliance will cause the Proposer to bedeemed non-responsive and the Proposer will be disqualified.

3. Basis of Award: The Contract will be awarded to the most qualified Proposer who meets theBoard's Evaluation Criteria set forth herein. The Board reserves the right not to award any Contract in itssole discretion.


22/46

22

V. PROPOSERS EXECUTION PAGE

The undersigned, hereby acknowledges having received this Specification No. 13-250017 containing afull set of documents, including, (1) General Invitation, (2) General Terms and Conditions, (3) SubmittalRequirements, (4) Evaluation Criteria and Basis of Award, (5) Proposer's Execution Page, (6) AttachmentA, B, C and D, and (8) if applicable, Addenda Nos. ___________ (none unless indicated here). TheProposer is responsible for reading and understanding all sections of this RFP, and affirms that theProposer shall be bound by all of the terms and conditions contained in this RFP.

Further, the undersigned being duly sworn, states on oath that no disclosures of ownership have beenwithheld from the Board, that the information provided herein is current, and Proposer and its officers andemployees have not entered into any agreement with any other Proposer or prospective Proposer or withany other person, firm or corporation relating to any prices or other terms named in this RFP or any otherRFP, nor has it entered into any agreement or arrangement under which a person, firm or corporation isto refrain from responding to this RFP.

A photocopy of this page is not acceptable.

FREEDOM OF INFORMATION ACT NOTICE

The undersigned understands, by signing this document, that all documents submitted to the Board ofEducation of the City of Chicago (Board) are a matter of public record and are subject to the IllinoisFreedom of Information Act, 5 ILCS 140/1-11 (FOIA). Proposer acknowledges that if the Board receivesa FOIA request for your proposal, the Board must release those documents to the requester. However,the Board will consider redacting any Addendum to your proposal which is attached under separate coverand designated: Trade secrets and commercial or financial information where the trade secrets orinformation are proprietary or where disclosure may cause competitive harm. (5 ILCS 140/7(1)(g)). Anyportion of this Addendum designated as trade secrets or proprietary information which does not falldirectly within this FOIA exemption will be subject to release by the Board pursuant to FOIA. The Boardwill not honor Proposers request to mark the entire proposal, or substantial parts of the proposal asconfidential. In such cases, the entire proposal will be subject to disclosure under FOIA. Proposeragrees to indemnify and hold the Board harmless from and against any loss, damage, expense, penalty,or cost, including any and all legal fees, sought in every claim or suit of any kind arising out of the Board

redacting those portions of the Addendum designated as trade secrets or proprietary information.

PROPOSER'S NAME: _______________________ ADDRESS: __________________

BY:___________________________________ CITY: ______________________(Signature)

TELEPHONE: _________________

NAME:____________________________

TITLE:____________________________ Subscribed and Sworn to before me(Printed) this ___ day of _____________, 2013

ATTEST BY: _______________________ _____________________________(Signature) Notary Public Signature

Seal of NotaryNAME: ___________________________

TITLE: ___________________________ Corporate Seal (requested not required)


23/46

23

ATTACHMENT A

CONTRACTOR DISCLOUSRE FORM

IF PROPOSER IS A NEW VENDOR, the Contractors Disclosure Form (CDF) must be completedproperly, signed and notarized. The CDF is available for download from the Boards website at[_http://www.csc.cps.k12.il.us/purchasing/index.php@tab=0&id=34.htm__].

IF PROPOSERIS A CURRENT VENDORwho has submitted a CDF within the last twelve (12) months,Proposer must sign the certification below.

RE-CERTIFICATION OF DISCLOSURES AND INFORMATIONIN PREVIOUSLY SUBMITTED CONTRACTORS DISCLOSURE FORM

The undersigned being duly sworn, states on oaththat Proposer has submitted a Contractors DisclosureForm to the Board of Education of the City of Chicago within the last 12 months, and that the informationand disclosures provided therein are current and accurate as of the date signed below. The undersignedfurther represents that s/he is a duly authorized representative of Proposer.

PROPOSERS NAME: ______________________

BY TITLE:____________________________ Subscribed and Sworn to before me(Printed) this ___ day of ________________

ATTEST BY: _______________________ ___________________________(Signature) Notary Public Signature

Seal of NotaryNAME: ___________________________

TITLE: ___________________________ Corporate Seal (requested not required)


24/46

24

W-9 Form Request for Taxpayer Identification Number and Certification A ffidavit


25/46

25

ATTACHMENT B

Remedial Program for Minority and Women Owned Business Enterprise Participation in Goods andServices Contracts


26/46

PLEASE NOTE: This packet consists of four (4) Instruction pages and eight (8) attached Forms titled 100, 101, 102103A, 103-B, 104, 105 and 106. If all pages are not attached, please contact: Office of Business Diversity, Chicago

Public Schools, 125 South Clark Street, 16th

Floor, Chicago Illinois, 60603,PHONE: 773-553-2980 FAX: 773-553-2981.

You may also download forms athttp://www.csc.cps.k12.il.us/purchasing

Board of Education of the City of Chicago

REMEDIAL PROGRAM FOR MINORITY AND WOMEN BUSINESS ENTERPRISE ECONOMIC PARTICIPATION

INSTRUCTIONS TO BIDDERS

On March 1, 2007, the Board of Education of the City of Chicago (the "Board") adopted the Remedial Program for Minority and WomBusiness Enterprise Economic Participation in Goods and Services Contracts ("M/WBE Program"). The M/WBE Program is governing document establishing and explaining requirements concerning Minority and Women Business Enterprise participation and terms are incorporated into the contract. Compliance with the provisions of the M/WBE Program is an element of bidder/proporesponsibility for award of the contract. The M/WBE Program, the compliance specifications, and all compliance materials as finaapproved by the Office of Business Diversity, Waiver Review Committee, Appeals Committee, the Chicago Public Schools (the "Districand/or the Board constitute the bidder/proposer Compliance Agreement and are incorporated as part of the contract. All heirs, executoadministrators or assignees and any other persons or entities claiming by or through the bidder/proposer, including but not limited insurance companies, bonding companies, or sureties, are bound by the bidder/proposer Compliance Agreement.

Any questions regarding compliance with these requirements should be directed to the Office of Business Diversity, Chicago PubSchools, 125 South Clark Street, 16

thFloor, Chicago Illinois, 60603, 773-553-2980, FAX: 773-553-2981. Notice by fax transmission

valid notice, if the originals are subsequently deposited in U.S. mail and the fax transmission is verifiable.

DEFINITIONSMINORITY: A member of any of the following racial/ethnic groups:

- African Americans or Blacks (persons having origins in any of the Black racial groups of Africa);- Hispanics (persons of Spanish culture with origins in Mexico, South or Central America or the Caribbean Islands,

regardless of race); and- Asians (persons having origins in any of the original peoples of East Asia, Southeast Asia, the Indian subcontinent,

the Pacific Islands).

MBE: A business which is owned and controlled by a Minority person or persons,

WBE: A business which is owned and controlled by a Woman or Women,

CHICAGO SMSA: The six-county Chicago Metropolitan Statistical Area including: Chicago and Cook, DuPage, Kane, McHenry, Lake, andWill Counties.

CERTIFICATION: Refers to an MBE or WBE that has been formally certified as such in accordance with M/WBE P rogram. (Where a prothe

(CERTIFIED) Program expressly makes certification a prerequisite to some benefit or activity, that requirement shall not be obviated becrelated Program text refers only to "M/WBEs" and not to "certified M/WBEs".)

CONTRACTOR: A firm that enters into a contract (including through the receipt of a purchase order) with the(PRIME) District to provide goods or to perform services.

JOINT VENTURE: An association between two or more independent firms formed, consistent with the laws of the State of Illinois to performone or more specific contracts.

SUBCONTRACTOR: A firm which enters into a contract with a Prime Contractor to provide goods or services pursuant to a contract between th(SUPPLIER) Prime Contractor and the District.

GOAL STRUCTURE FOR MINORITY AND GENDER GROUPS

One goal for MBE participation, to insure that the minority groups that are the principal discrimination victims will, in fact, receive the principal portion of tremedy, with a separate WBE participation goal. For purposes of meeting the WBE goal, businesses owned by Minority Women may be counted oparticular contract as an MBE or WBE, but not both.

For each competitively bid contract for commodities where it is determined that the prime bidder/proposer will perform a broker/distributor function for manufacturer of said commodities, only the aggregate goal for MBE and WBE participation shall be applicable.

9/4/20071
http://www.csc.cps.k12.il.us/purchasinghttp://www.csc.cps.k12.il.us/purchasing


27/46

9/4/20072

METHODS OF ACHIEVING THE PROGRAM GOALS INCLUDE A COMBINATION OF ANY OF THE FOLLOWING

1. Being a certified M/WBE prime contractor2. Engaging in joint ventures with certified M/WBEs3. Subcontracting with certified M/WBEs4. Purchasing supplies and/or services directly related to the performance of the contract from certified M/WBEs5. Purchasing supplies and/or services not directly related to the performance of the contract (upon District approval)6. Business development activities

The Chief Executive Officer of the Chicago Public Schools may adopt other alternative forms of securing and administering M/WBE participation for a particcontract, upon notice to the Board. Such other alternative methods may be used when doing so will enable securing a level of M/WBE participation thatotherwise would not be attainable.

LIMITATION TO COMMERCIALLY TYPICAL BUSINESS RELATIONSHIP

MBE and WBE compliance participation shall not be recognized for any portion of the dollar value of the contract performance which is passed through toM/WBE firms in the form of (a) sub-contracts, or (b) equipment leasing or other acquisition of goods or services for performance of the contract in a mawhich is not typical of industry practice with respect to such contracts.

COMMERCIALLY INDEPENDENT FUNCTION

A M/WBE must be an independent business serving a Commercially Independent Function. This means that the M/WBE must execute a distinct elemwork by actual performance, management, and supervision.

DEMONSTRATION OF COMPLIANCE

Each bidder/proposer must submit with its bid or proposal a signed commitment to comply with the M/WBE P rogram (Compliance Affidavit), or the bid/prowill be deemed non-responsive. Each bidder/proposer must also submit, as part of its bid or proposal, a detailed Compliance Demonstration showinmanner in which the contractor will comply with MBE and WBE requirements. The Compliance Demonstration is an element of bidder responsRequirements for Compliance Demonstrations may be further specified by the Compliance and Vendor Services and standard forms shall be providbidders/proposers.

The Compliance Demonstration must be provided on Form 100 through Form 106, copies of which are included with this solicitation. Additional forms and/additional information, concerning your Compliance Demonstration with the M/WBE P rogram may be separately submitted, but applicable forms must becompleted, and will be incorporated in the contract. Please refer to the table below to determine which forms must be completed.

Form 100 - Prime Bidder/Proposer InformationForm 101 - Direct/Indirect Participation Subcontractors/Suppliers/ConsultantsForm 102 - J oint VentureForm 103A - Letter of IntentForm 103B - Non-Bid Professional Service AffidavitForm 104 - Vendor Diversity ProfileForm 105 - Request for WaiverForm 106 - Student Internship Agreement

Other requirements established by the M/WBE Program are set forth in the Special Conditions included with the Solicitation. A copy of these Special Condmust be submitted along with your bid/proposal and are incorporated into the contract regardless of whether submitted with the bid or proposal.

The Compliance Demonstration must show how all applicable goals and sub-goals will be fulfilled. Proposed MBEs and WBEs must be identified. If fullcompliance with all goals is not shown, Form 105 (Request for Waiver) must be submitted covering any deficiencies.

Level of ParticipationPrime Bidder is a:

(Status)

Full Compliance Partial ComplianceNo AdditionalCompliance

Non-Minority Firm Forms 100, 101, 103A, 104 Forms 100, 101, 103A, 104,105, 106

Forms 100, 101, 104,105

M/WBE Firm Forms 100, 101, 103A, 104 Forms 100, 101, 103A,104,105, 106

Forms 100, 101, 105

J oint Venture Forms 100, 101, 102, 103A,104

Forms 100, 101, 102, 103A,104,105, 106

Forms 100, 101, 102,104, 105, 106

Non-Bid ConsultantFirm (utilizing M/WBE

individual sole proprietors)

Forms 100, 101, 103A, 104 Forms 100, 101, 103A, 104,105, 106

Forms 100, 101, 104,105


28/46

9/4/20073

WAIVERS

idders/proposers may request a waiver of the MBE/WBE goals applicable to this contract in whole or in part if, despite good faith efforts, it is impossible conomically unreasonable to meet an MBE or WBE goal. A bidder/proposer may request:

- Waiver of one or more goals or subgoals where others have been fulfilled;- Acceptance of a lower percentage level of MBE and/or WBE participation; or- Acceptance of a bid without any MBE or WBE participation.

Waiver requests shall be signed, accompanied by supporting documentation, and directed in writing to the Office of Business Diversity. (See Form 105) Twaiver request must establish clearly and in detail why full compliance with MBE or WBE requirements is impossible or economically unreasonable under t

rcumstances. Information showing good faith effort should generally include, but not be limited to the Bidder/Proposer's general affirmative action policfforts to obtain minority/women participation as subcontractors or suppliers; and notification of minority and women contract assistance agencies of

olicitation for sub- bids.

A waiver request based on the assertion that prices quoted by M/WBEs were too high will be presumed insufficient, unless the contractor can establish to tatisfaction of the Waiver Review Committee that no reasonable price can be obtained from any MBE or WBE. A price quoted by an MBE or WBE foubcontract or agreement will, however, is presumed unreasonable if it exceeds by more than ten percent (10%) or $100,000, whichever is less, that amoetermined by the Compliance and Vendor Services to represent the average price for the goods and services to be provided.

CERTIFICATION

here are two "Classes" of certification. An Individual Independent Contractors/Sole Proprietors participating on non-bid Professional Service Contracts mpply for compliance on a contract-by-contract basis by completing the Individual Independent Contractor/Sole Proprietor Affidavit (Form 103B). An Affida

must be submitted for each contract.

Class I Certification"shall consist of certification by the City of Chicago.

Any firm which is, at any point in time, certified and in good standing with the City of Chicago Procurement Department as an MBE and/or WBE, shall ha

lass I certification status under this M/WBE Program, for as long as it maintains its City certification. It is the responsibility of the firm to demonstrate status.

Class II Certification"shall consist of certification by another recognized government agency. Accordingly, any firm which is, at any point in time, curreertified in good standing by one of the following agencies as an MBE or WBE shall have Class II certification status under this M/WBE Program, for as longmaintains such other-agency certification. It is the responsibility of the firm to demonstrate such status.

Chicago Transit Authority Cook County - Illinois Department of Transportation - Metropolitan Transit AuthorityMetropolitan Water Reclamation District - U.S. Small Business Administration State of Illinois.

SPECIAL CONDITIONS

A.Appl icabi li ty of the Program. It is the policy of the Board of Education (the "Board") that qualified and bona fide Minority Business Enterpris"MBE") and Women Business Enterprises ("WBE"), as those terms are defined in the Remedial Program for Minority and Women Business Enterprconomic Participation (the "Program") shall have the maximum feasible opportunities to participate fully in the performance of all contracts administered by

hicago Public Schools (the "District"). Consistent with that policy, it shall be the responsibility of all bidders/proposers and a specific condition of all Distontracts to which they are a party to exhaust all feasible means to ensure significant contract participation by MBEs and WBEs. The bidder/proposer agrehat the officer or employee of the bidder/proposer that executed has read and understands all provisions of the Program. The Program in its entirety, includny and all modifications and amendments thereto, is incorporated into the contract and made a part thereof.

B.Appl icabi li ty of the Special Condi tions. The bidder/proposer agrees that the appropriate officer or employee of the bidder/proposer authorizo execute the bid/proposal has read and understands the terms of these Special Conditions and the bidder/proposer agrees to be bound by them. Thepecial Conditions are incorporated into the contract and made a part thereof. These Special Conditions summarize the provisions of the Program applicable

he bidder/proposer after execution of the contract. They do not diminish in any way the applicability of the Program to the contract. In construing the rights abligations of the bidder/proposer the Program controls.

C. Other Contract Documents. In addition, all documents submitted in connection with proposed compliance with the Program are incorporated ihe contract and made a part thereof.

D. MBE/WBE Goals. The bidder/proposer agrees to meet the goals set forth in the M/WBE P rogram.

E. Record Keeping and Reporting Requirements. The bidder/proposer agrees to maintain records of all relevant data with respect to thetilization of MBEs and WBEs, including without limitation: payroll records, tax returns and records, and books of account. The bidder/proposer agrees toetain these records for a period of at least three years after the District's final acceptance of the work on this contract. Full access to these records shalle granted to the District or any duly authorized representative thereof upon 48 hours notice.

The bidder/proposer agrees to submit monthly progress reports to the Office of Business Diversity as requestedthroughout the term of the contract. The bidder/proposer will submit reports on all expenditures made within the

per iod repor ted on, including the name and business address of each MBE and WBE involved in the contract; adescription of the work performed and/or product or service supplied by each MBE and WBE, the total amountsubcontracted to MBEs and WBEs; the dollar amount expended with each MBE and WBE and the dates expendedand such other information as may assist the Office in determining the bidder/proposer's compliance with MBEand WBE requirements.


29/46

9/4/20074

The bidder/proposer agrees to maintain records of all relevant data with respect to M/WBE participation pursuant to Section 12 of the Program. Thebidder/proposer agrees to retain these records for a period of at least three years after the District's final acceptance of the work on this contract. Fullaccess to these records shall be granted upon 48 hours notice to the District, or any duly authorized representative thereof. The bidder/proposer agrees tosubmit monthly reports to the Office of Business Diversity as requested throughout the term of the contract containing relevant information required by theDistrict relating to the credits given by the District to the bidder/proposer.

The Office of Business Diversity shall have the right to request and obtain from the bidder/propose