data/data_text/00000LRJ.pdf.txt

Contract Summary Sheet
Contract (PO) Number: 126776

‘Specification Number: 829060713.
‘Name of Contractor: R.M. CHIN & ASSOCIATES
City Department: DEPT OF GENERAL SERVICES

Title of Contract: 12906071317 ARCH/ENG DESIGN AND CONSTRUCTION
MANAGEMENT-DGS TARGET MARKT

‘Term of Contract: Start Date: 10/1/02
End Date: 9/30/05

Dollar Amount of Contract (or maximum compensation if a Term Agreement) (DUR):
$750,000.00

Brief Description of Work: 2906071317 ARCH/ENG DESIGN AND CONSTRUCTION
MANAGEMENT-DGS TARGET MARKT

Procurement Services Contact Person: MICHAEL WOODS

Vendor Number: 1034824
‘Submission Date:

APR? 4 2003

UNTITLED
Specification No: 20060713
Contract No: T29060713-7
‘Vendor No, 1034824 4

PROFESSIONAL SERVICES AGREEMENT
STANDARD TERMS AND CONDITIONS,
FOR

PROFESSIONAL CONSTRUCTION MANAGEMENT SERVICES,
TARGET MARKET

BETWEEN

THE CI¥Y OF CHICAGO
DEPARTMENT OF GENERAL SERVICES

AND

R.M. CHIN & ASSOCIATES, INC.

Rened Jamsary 18, 2002 (TA)

UNTITLED-002
PROFESSIONAL SERVICES AGREEMENT
STANDARD TERMS AND CONDITIONS

TABLE OF CONTENTS
PAGE
ARTICLE 1. INCORPORATION OF BACKGROUND . 1
ARTICLE 2. DEFINITIONS, 1
21 Definitions 1
22 Interpretation... 2
23 Order of Precedence of Component Parts 3
ARTICLE 3, DUTIES AND RESPONSIBILITIES OF CONSULTANT... 3
3.1 Scope of Services . . : 3
3.2 Deliverables 4
33 Standard of Performance 4
34 Personnel Ss
3.5 Indemnification 6
3.6 Ownership of Documents nT
3.7 Copyright Ownership 8
3.8 Visual Artists Rights Act Waiver 8
3.9 Records and Audits ....... 9
(@) Records... 9
(b) Audits : 9
3.10 Confidentiality 10
3.11 Assignments and Subcontract n
ARTICLE 4. TIME LIMITS FOR PERFORMANCE, 2
4.1 Schedule for Performance ......... co : : 2
42 Timeliness of Performance... coe ies
43° Agreement Extension Option .. : 2
ARTICLE S. COMPENSATION fees B
5.1 Basis of Payment... : : B
52 Method of Payment : 1
53 Criteria for Payment .. rn
54 Funding pee : : 4
5.5. Non-Approprition ... in
ARTICLE 6. DISPUTES .... o 1s
ARTICLE 7, COMPLIANCE WITH ALL LAWS fees . 1s

74 Compliance with All Lav General 15
72 Nondiscrimination : . 16

‘Revised January 18,2002 (TA) i

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73 Compliance with the Americans with Disabilities Act and Other Laws

Conceming Accessibility .........2e.-s.200 ceceeseel?

74 Inspector General vines 18

75. Business Relationships with Elected Officials 18

7.6 Chicago “Living Wage” Ordinance ...... coe 19

ARTICLE 8. SPECIAL CONDITIONS . cesteeeeesee eee ID

8.1 Warranties and Representations n9

82 Ethics coe 20

83. Jointand Several Liability : 2

84 Business Documents 2

85 Conflicts of Interest... : aoe

86 —Non-Liability of Public Officials «2.0.02. 2.0.0. 2
ARTICLE 9, EVENTS OF DEFAULT, REMEDIES, TERMINATION, SUSPENSION AND

RIGHT TO OFFSET . o 2

ot 2

92 28

93 128

94 27

9s 28

ARTICLE 10. 29

To. 29

29

29

30

102 30

103 30

104 31

105 Severability 31

106 32

107 32

108 32

109 32

ARTICLE 11. NOTICES . 233

ARTICLE 12. AUTHORITY M4

ARTICLE 13. TARGET MARKET COMMITMENT . ceieeeeeereee dd

‘RewsedJamaary 18,2002 (TA) ii

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List of Exhibits
Exhibit! Scope of Services

‘Attachment A - Key Personnel

‘Attachment B - Schedule of Performance

‘Attachment C - Project Insurance Requirements
Exhibit? = Compensation

‘Attachment A - Maximum Hourly Rates

‘Attachment B - City of Chicago Travel Reimbursement Guidelines

‘Attachment C - Consultant and Subconsultant Overhead Absorption Rates
Exhibit3 Target Market Commitments

Schedules C-2
Schedules D-2

Exhibité = No Change Affidavits
‘Addendum To Disclosure Affidavit - Certification Regarding Interest In

City Business
Disclosure of Retained Panties

‘Reved January 18, 2002 (74) iit

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PROFESSIONAL SERVICES AGREEMENT

This Agreement is entered intoas of the 13th day of Sept:
byand between 8.M. Chin & Associates, Inc
Corporation (Giate of incorporation/organization and type of
legal entity) Consultant"), located at_401_N. Michigan Avenue, Suite 2900
Chicago, Iilinois 60611 ad the City of Chicago ("City"), a municipal
corporation and home rule unit of focal government existing under the laws of the State of
linois, acting through its Department of General Services (“Department”).

BACKGROUND

The City needs Architectural/Engineering Services forthe Department, and
Consultant represents that it has the professional experience, expertise and
‘appropriate Ilinots licensure to provide the services that may be required under this
Agreement and further warrants that itis ready, willing and able to perform such
Professional services in accordance withthe terms and conditions asset forth in this
Agreement

‘The City and Consultant agree as follows:

‘TERMS AND CONDITIONS

ARTICLE 1. INCORPORATION OF BACKGROUND.
‘The background information set forth above is incorporated into and made a part of this
‘Agreement as though fully set forth here.
ARTICLE 2. DEFINITIONS.
21 Definitions ~

‘The following words and phrases have the following meanings for purposes of
this Agreement:

“Additional Services” means those services which are within the general scope of
Services ofthis Agreement, but beyond the description of services required under
Section 3.1 and Exhibit | and all services reasonably necessary to complete the
Additional Services to the standards of performance required by this Agreement.

‘Revised Janwary 18, 2002 (TA) 1

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lm ot a gy Sn

‘Any Additional Services requested by the Department require the approval of the
City in a written amendment under Section 10.3 of this Agreement before
‘Consultant is obligated to perform those Additional Services and before the City
becomes obligated to pay for those Additional Services.

" Agreement” means this Professional Services Agreement, including all exhibits,
‘which are attached to it and incorporated init by reference, and all amendments,
‘modifications or revisions made in accordance with its terms.

"Chief Procurement Officer’ means the Chief Procurement Officer of the City
‘of Chicago and any representative duly authorized in writing to act on his behalf.

“Commissioner” means the Commissioner of the Department of General
‘Services, and any representative authorized in writing to act on the
‘Commissioner's behalf.

“Services” means, collectively, the services, duties and responsibilities described
in Article 3 and Exhibit | ofthis Agreement and any and all work necessary to
‘complete them or carry them out fully and to the standard of performance required
in this Agreement.

“Subcontractor” means any person or entity with whom Consultant contracts to
provide any part ofthe Services, including subcontractors and subconsultants of
any tier, whether or notin privity with Consultant

22 Interpretation

(@) The term “inelude" (in all its forms) means “include, without limitation”
unless the context clearly states otherwise.

(b) Allreferences in this Agreement to Articles, Sections or Exhibits, unless
‘otherwise expressed or indicated are to the Anicles, Sections or Exhibits
of this Agreement.

(©) Words importing persons include firms, associations, partnerships, trusts,

corporations and other legal entities, including public bodies, as well as
natural persons.

(4) Any headings preceding the text ofthe Articles and Sections ofthis
Agreement, and any table of contents or marginal notes appended to it. are
‘solely for convenience or reference and do not constitute a part ofthis
‘Agreement, nor do they affect the meaning, construction or effect of this
‘Agreement.

Revised Jamuary 18,2002 (TA) 2

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ARTICLE 3.

Reed Janay |

(©) Words importing the singular include the plural and vice versa. Words of
the masculine gender include the correlative words of the feminine and
neuter genders.

() Allreferences toa numberof days mean calendar days, unless expressly
indicated otherwise

Order of Precedence of Component Parts

In the event of any conflict or inconsistency between the terms set forth in Article
1 through Article 13 ofthis Agreement and the terms set forth in Exhibit 1
‘through Exhibit 4, including the Attachments to the Exhibits, the terms and
provisions contained in Article | through Article 13 of this Agreement will tke
precedence over the terms and provisions contained in Exhibit 1 through Exhibit 4
‘except tothe extent such terms and provisions are more favorable tothe City.

Article 1 through Antcle 13 gover the lepal relationship between the panies and
Exhibit | and Exhibit 2 describe the Services Consultant is to perform under this
‘Agreement, set forth the Key Personnel, et forth the time limits for Consultant's
performance, set forth the insurance requirements for the project, and set forth the
Compensation schedule for Consultant. As a result, the City and Consultant agree
that any terms or matters set forth in either Exhibit 1 or Exhibit2, including the
Attachments to the Exhibits, that do not exclusively pertain to defining the
Services Consultan isto perform, the Key Personnel, the time limits for
‘Consultant's performance, the insurance requirements, and the compensation
schedule for Consultan are of no effect as to this Agreement and, regardless of
whether or not the City approves such terms or mates, are not binding on the
City excep to the extent that they would diminish the City’s obligations under
this Agreement or increase Consultants obligations or liabilities under this
‘Agreement

DUTIES AND RESPONSIBILITIES OF CONSULTANT
Scope of Services

‘Consultant must provide the Services described in Exhibit 1, Scope of Services
and Schedule for Performance, and any and all work necessary to complete them
or carry them out fully and tothe standard of performance required inthis

Agreement. Consultant must provide the Services in accordance with the
standards of performance set forth in Section 3,3,

18,2002 (TA) 3

UNTITLED-008
32

Deliverables

In carrying out its Services, Consultant must prepare or provide tothe City various
Deliverables. “Deliverables” include work product, such as designs, plans and
specifications, written reviews, recommendations, reports and analyses, produced
by Consultant forthe City

‘The City may reject Deliverables that do not include relevant information or data,
cor do not include all documents or other materials specified in this Agreement or
reasonably necessary for the purpose for which the City made this Agreement or
for which the City intends to use the Deliverables. If the City determines that
Consultant has failed to comply with the foregoing standards, it has 30 days from
the discovery to notify Consultant of is failure. If Consultant does not correct the
failure, if t is possible to do so, within 30 days after receipt of notice from the
City specifying the failure, then the City, by written notice, may treat the failure as
‘a default ofthis Agreement under Section 9.1

Partial or incomplete Deliverables may be accepted for review only when required
fora specific and well-defined purpose for the benefit ofthe City and when
‘consented to in advance by the City. Such Deliverables will not be considered as
satisfying the requirements ofthis Agreement and partial or incomplete
Deliverables in no way relieve Consultant of its commitments under this
‘Agreement,

Standard of Performance

Consultant must perform all Services required of it under this Agreement with
that degree of skill care and diligence normally shown by a consultant performing
services of a scope and purpose and magnitude comparable withthe nature of the
‘Services to be provided under this Agreement.

Consultant must assure that all Services that require the exercise of professional
skills or judgment are accomplished by professionals qualified and competent in
the applicable discipline and appropriately licensed, if required by law.
Consultant must provide copies of any such licenses. Consultant remai
responsible forthe professional and technical accuracy of all Services or
Deliverables furnished, whether by Consultant o its Subcontractors or others on
its behalf. All Deliverables must be prepared in a form and content satisfactory to
the Department and delivered in a timely manner consistent with the requirements
of this Agreement.

‘If Consultant fails to comply with the foregoing standards, Consultant must
perform again, at its own expense, all Services required to be re-performed as a

‘Revised January 18,2002 (TA) 4

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en Ace pe See

direct or indirect result ofthat failure. Any review, approval, acceptance or
‘payment for any ofthe Services by the City does not relieve Consultant ofits
‘esponsibility forthe professional skill and care and technical accuracy of its
Services and Deliverables. This provision in no way limits the City’ rights
‘against Consultant either under this Agreement, at law or in equity.

34 Personnel
(a) Adequate Staffing

‘Consultant mus, upon receiving a fully executed copy ofthis Agreement,
‘ssign and maintain during the term ofthis Agreement and any extension
‘oft an adequate staff of competent personnel that is fully equipped,
licensed as appropriate, avaiable as needed, qualified and assigned to
perform the Services. Consultant must include among its staff the Key
Personne! and positions as identified below. The level of staffing may be
revised from time to time by notice in writing from Consultant to the City
and with written consent ofthe City, which consent the City will not
‘withhold unreasonably.

(©) Key Personnel

Consultant must not reassign or replace Key Personnel without the writen
consent ofthe City, which consent the City will not unreasonably
withhold. “Key Personnel” means those job titles and the persons
assigned to those positions in accordance with the provisions of this
Section 3.4(b) and set forth in Exhibit 1, Atachment 1-A . The
Department may at any time in writing notify Consultant that the City will
‘no longer accept performance of Services under this Agreement by one or
more Key Personnel listed. Upon that notice Consultant must immediately
‘suspend the services of the key person or persons and must replace him or
her or them in accordance with the terms of this Agreement.

(©) Salaries and Wages

‘Consultant and Subcontractors must pay all salaries and wages dve ll
employees performing Services under this Agreement unconditionally and
at least once a month without deduction or rebate on any account, except
caly for those payroll deductions that are mandatory by law or are
Permitted under applicable law and regulations. If in the performance of
‘this Agreement Consultant underpays any such salaries or wages, the
‘Comptroller fr the City may withhold, out of payments due to Consultan,
‘an amount sufficient 1 pay to employees underpaid the difference between

‘Rewsed January 18,2002 (TA) 5

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the salaries or wages required to be paid under this Agreement and the
salaries or wages actually paid these employees for the total number of
hours worked. The amounts withheld may be disbursed by the
‘Comptroller for and on account of Consultant to the respective employees
to whom they are due. The parties acknowledge that this Section 3.4¢) is
solely forthe benefit of the Cty and that it does not grant any third party
beneficiary rights

3S Indemnification

@

©)

©

Consultant must defend, indemnify, Keep and hold harmless the City, its
officer, representatives, elected and appointed officials, agents and
employees from and against ary and al Loses, including those related to

(injury, death or damage of or to any person or property;

any infringement or violation of any property right (including any
patent, trademark or copyright);

(Gi) Consultants failure to perform or cause to be performed
Consultant's covenants and obligations as and when required under
this Agreement, including Consultant’ failure to perform its
obligations to any Subcontractor;

(Gv) the City’s exercise of its rights and remedies under Section 9.2 of
this Agreement; and

(%) injuries to or death of any employee of Consultant or any
Subcontractor under any workers compensation statute

"Losses" means, individually and collectively, liabilities of every kind,
including losses, damages and reasonable costs, payments and expenses
(such as, but not limited to, court costs and reasonable attorneys’ fees and
disbursements), claims, demands, actions, suits, proceedings, judgments or
settlements, any or all of which in any way arise out of or relate 10
Consultant's breach of this Agreement or to Consultant's negligent or
otherwise wrongful acts or omissions or those of its officers agents,
‘employees, consultant, Subcontractors or licensees.

Consultant's obligations to indemnify, keep, and hold harmless the City,
its officers, representatives, elected and appointed officials, agents and
‘employees from and against any and all Losses excludes that portion of
‘Losses caused by any act, error or omission on the part ofthe particular

‘Revised January 18,2002 (TA) 6

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Pe a Dt ap Sr,

36

City offices), representatives), elected and appointed officil(s), agent(s)
‘oremployee(s) seeking indemnification unde this Section 3.5 if
‘Consulta’ indemnification would violate the provisions of the
‘Construction Contract Indemnification for Negligence Act, 740 ILCS.
35/0001 et seq

(4) Atthe City Corporation Counsel's option, Consultant, subject to Section
3.5(¢) above, must defend all suits brought upon all such Losses and must
pay all costs and expenses incidental to them, but the City has the right, at
its option, to participate, at its own cost, in the defense of any suit, without
relieving Consultant of any ofits obligations under this Agreement, Any
settlement must be made only with the prior written consent ofthe City
Corporation Counsel, ifthe settlement requires any action on the part of
the City

(©) Totheextent permissible by law, Consultant waives any limits to the
mount ofits obligations o indemnify, defend or contribute to any sums
‘due under any Losses, including any claim by any employee of Consultant
that may be subject to the Workers Compensation Act, $20 ILCS 30/1 et
4eq. oF any other related law or judicial decision (such as, Koteckv.
Cyclops Welding Corporation, 146 Il. 24 155 (1991)). The City,
however, does not waive any imitation it may have on is liability under
the Illinois Workers Compensation Act, the Illinois Pension Code, any
‘other statute or judicial decision.

(Consultant acknowledges that the requirements set forth in this section to
indemnify, keep and save harmless and defend the Cty are apart from and
not limited by Consultant's duties under this Agreement, including the
insurance requirements in Exhibit | of this Agreement.

Ownership of Documents

{All Deliverables, data, findings or information in any form prepared, assembled or
encountered by or provided to Consultant under this Agreement ae property of|
the Cty, including, as further described in Section 3.7 below, all copyrights
inherent in them or their preparation. During performance of its Services, ~
Consultant is responsible for any loss or damage tothe Deliverables, data,
findings or information while in Consultant's or any Subcontractors possession.
‘Any such lost or damaged Deliverables, dta, findings or information must be
restored atthe expense of Consultant, If not restorable, Consultant must bear the
cost of replacement and of any loss suffered by the City on account ofthe
destruction, as provided in Section 3.5.

Rensed January 18,2002 (TA) 7

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37

Copyright Ownership

‘Consultant and the City intend that, tothe extent permitted by law, the
Deliverables tobe produced by Consultant atthe Citys instance and expense
under this Agreement ae conclusively considered "works made for hire within
the meaning and purview of Section 101 ofthe Unite States Copyright Act. 17
US. §101 er seq, and thatthe City wil be the sole copyright owner of the
Deliverables and of ll aspects, elements and components of them in which
copyright can subsist, and of allright to apply for copyright registration or
prosecte any claim of infringement

To the extent that any Deliverable does not qualify as a "work made for hire,”
‘Consultant hereby irrevocably grants, conveys, bargains, sells, assigns, transfers
and delivers to the City, its successors and assigns, allright, title and interest in
‘and tothe copyrights and all U.S. and foreign copyright registrations, copyright
applications and copyright renewals for them, and other intangible, intellectual
property embodied in or pertaining to the Deliverables prepared forthe City under
this Agreement, and all goodwill relating to them, free and clear of any liens,
claims or other encumbrances, to the fullest extent permitted by law. Consultant
will, and will cause al ofits Subcontractors, employees, agents and other persons
within its control to, execute all documents and perform all acts thatthe City may
reasonably request inorder to assist the ity in perfecting its rights in and to the
‘copyrights relating tothe Deliverables, atthe sole expense of the City. Consultant
‘warrants tothe City, its successors and assigns, that on the date of transfer
Consultant is the lawful owner of good and marketable title in and to the
copyrights for the Deliverables and has the legal rights to fully assign them.
Consultant further warrants that it has not assigned and will not assign any
‘copyrights and that it has not granted and will not grant any licenses, exclusive or
‘nonexclusive, to any other party and that itis nota party to any other agreements
‘or subject to any other restrictions with respect to the Deliverables, Consultant
‘warrants thatthe Deliverables are complete, entre and comprehensive within the
standard of performance under Section 3.3 ofthis Agreement and that the
Deliverables constitute a work of original authorship. The City will not reuse the
Deliverables to build other projects, without the written consent of Consultant.

‘Visual Artists Rights Act Waiver

Consultant waives any and all rights, in any work of visual art that may be
provided pursuant to this Agreement, that may be granted or conferred under
Section 106A and Section 113 of the United States Copyright Act (17 U.S.C. §
101 et sea) (the "Copyright Act’)

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39 Records and Audits

(@) Records

)

(O)

Consultant must deliver or cause to be delivered tothe City all
documents, including all Deliverables prepared for the City under
the terms of this Agreement, to the City promptly in accordance.
‘with the time limits prescribed in this Agreement, and if no time
limit is specified, then upon reasonable demand for them or upon.
termination or completion of the Services under this Agreement
In the event of the failure by Consultant to make such delivery
‘upon demand, then and in that event, Consultant must pay to the
City any damages the City may sustain by reason of Consultant's
failure.

Consultant must maintain any such records including Deliverables
not delivered to the City or demanded by the City for a period of $
‘years after the final payment made in connection with this
‘Agreement. Consultant must not dispose of such documents
following the expiration of this period without notification of and
written approval from the City in accordance with Article 11

(b) Audits

)

‘Revised Jomsary 18, 2002 (74)

‘Consultant and any of Consultant's Subcontractors must furnish the
Department with all nformation that may be requested pertaining
to the performance and costo the Services. Consultan must
maintain records showing actual time devoted and costs incurred,
Consultant must keep books, documents, paper. records and
accounts in connection withthe Services open to audit. inspection,
copying abstracting and transcriptions and must make these
records availabe 1o the City and any other interested governmental,
‘agency, at resonable times during the performance f its Services,
In addition, Consultant must retain them ina safe place and make
them available for audit, inspection, copying and abstracting frat
leas S years after the final payment made in connection with this
Agreement. If, asa result of an audit conducted by the City o its
agents, itis determined that Consultant or any of is Subcontretors
has overcharged the City, the City will notify Consultant ofthe
amount of such overcharge and Consultant must promptly pay to
the City the amount ofthe overcharge. In aditon, inthe event
any such auit by the City or its agents reveals an overcharge tothe
City of $% or more of the total value ofthe work subject to the

9

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audit, Consultant must reimburse the City forthe cost of such
audit

i Tothe extent that Consultant conducts any business operations
separate and apar from the Services required under this Agreement
using, for example, personnel, equipment, supplies or facilities also
used in connection with this Agreement, then Consultant must
‘maintain and make similarly available wo the City detailed records
supporting Consultant’ allocation to this Agreement ofthe costs
and expenses attributable to any such shared usages

(Gi) Consultant must maintain its books, records, documents and other
evidence and adopt accounting procedures and practices suficient
to reflect propery all costs of whatever nature claimed to have
been incurred and anticipated to be incured for or in connection
with the performance ofthis Agreement. This system of
accounting must bein accordance with generally accepted
accounting principles and practices, consistently applied
throughout,

(x) No provision in this Agreement granting the City aright of access
to records and documents is intended to impair, limit or affect any
right of access to such records and documents which the City
‘would have had in the absence of such provisions.

3.10 Confidentiality

@

)

All Deliverables and report, data findings or information in any form
prepared, assembled or encountered by or provided by Consultant under
this Agreement are property of the City and are confidential, except as
specifically authorized in this Agreement or as may be required by law.
Consultant must not allow the Deliverables to be made available to any
‘ther individual or organization without the prior written consent of the
City. Further, all documents and other information provided to Consultant
by the City are confidential and must not be made available to any other
individual or organization without the prior written consent of the City.
‘Consultant must implement such measures as may be necessary to ensure
that is staff and its Subcontractors are bound by the confidentiality
provisions in this Agreement.

Consultant must not issue any publicity news releases or grant press
interviews, and except as may be required by law during or after the
performance of this Agreement, disseminate any information regarding its

‘Resize January 18,2002 (TA) 10

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sat

Services or the project to which the Services pertain without the prior
written consent of the Commissioner.

(©) Consultant i presented with a request for documents by any
‘administrative agency or with a subpoena duces tecum regarding any
records, data or documents which may be in Consultant's possession by
‘reason of this Agreement, Consultant must immediately give notice to the
‘Commissioner andthe Corporation Counsel fr the City with the
understanding that the City will have the opportunity to contest such
process by any means available tit before the records or documents are
submitted oa court or other third party. Consultant, however, is not
‘obligated to withhold the delivery beyond the time ordered by the court or
administrative agency, unless the subpoena or request is quashed or the
time to produce i otherwise extended.

‘Assignments and Subcontracts

Consultant must not assign, delegate or otherwise transfer all or any part ofits
rights or obligations under this Agreement or any part of it, unless otherwise
‘provided for in this Agreement or without the express written consent ofthe Chief
Procurement Officer and the Department. The absence of such a provision or
‘written consent voids the antempted assignment, delegation or transfer and is of no
effect as to the Services or this Agreement. No approvals given by the Chief
Procurement Officer operate to relieve Consultant of any of its obligations or
bilities under this Agreement.

All subcontracts and all approvals of Subcontractors ar, regardless of their form,
considered conditioned upon performance by the Subcontractor in accordance
‘with the terms and conditions of this Agreement. If any Subcontractor fails to
‘observe or perform the terms and conditions of this Agreement to the satisfaction
of the Department, the City has the absolute right upon written notification to
immediately rescind approval and to require the performance of this Agreement
bby Consultant personally or through any other City-approved Subcontractor. Any
approval for the use of Subcontractors inthe performance of the Services under
this Agreement under no circumstances operates to relieve Consultant of any of its
‘obligations or lablites under this Agreement.

‘Consultant, upon entering into any agreement with a Subeontractor, must furnish,
upon request of the Chief Procurement Officer or Department, the Chief
Procurement Officer or the Department with a copy ofits agreement. All
subcontracts must contain provisions that requir the Services be performed in
strict accordance withthe requirements of this Agreement, provide thatthe
‘Subcontractors are subject to all the terms ofthis Agreement and are subject to the

‘Rewsed January 18, 2002 (TA) n

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ot Sit pe Se

approval ofthe Department andthe Chief Procurement Officer. Ifthe agreements
do not prejudice any ofthe Citys rights under this Agreement, such agreements
‘may contain different provisions than are provide in this Agreement with respect
to extensions of schedule, time of completion, payments, guarantees and matters
not affecting the quality ofthe Services.

Consultant must not transferor assign any funds or claims due or to become due
under this Agreement without the prior written approval ofthe Chief Procurement
Officer. The attempted transfer or assignment of any funds, ether in whole or in
‘par, or any interest in them, which are due or to become due to Consultant under
‘Agreement, without such prior written approval, has no effect upon the City.

ARTICLE 4. TIME LIMITS FOR PERFORMANCE

4a

42

‘Schedule for Performance

‘This Agreement takes effect as of the date of its execution by the City ("Effective
Date")which is set forth in the preamble and will continue for 36 months, or until
the Agreement is terminated in accordance with its terms, whichever occurs first.
‘The Agreement may be extended for 2 additional one-year periods pursuant to
Section 4.3

‘Timeliness of Performance

(@) Consultant must perform the Services as expeditiously as is consistent
‘with professional skill and care and must provide the Services and
Deliverables within the schedule required under Exhibit | ofthis
‘Agreement.

(b) Neither Consultant nor Consultant's agents, employees and Subcontractors
are entitled to any damages from the City, nor is any party entitled to be
reimbursed by the City, for damages, charges or other losses or expenses
incurred by Consultant by reason of delays or hindrances in the
performance of the Services, whether or not caused by the City

Agreement Extension Option

The Chief Procurement Officer may at any time before this Agreement expires,
elect to extend this Agreement for up to 2 additional one-year periods under the
same terms and conditions as ths original Agreement, except as provided
otherwise in this Agreement, by notice in writing to Consultant. After notification

Revued January 18,2002 (T4) 2

UNTITLED-017
by the Chief Procurement Officer, this Agreement must be modified to reflect the
time extension in accordance with the provisions of Seetion 10.3.

ARTICLE 5. COMPENSATION

SA Basis of Payment

‘The City will compensate Consultant according to the Schedule of Compensation
contained in Exhibit 2 of this Agreement for the successful completion of the
Services.

Notwithstanding anything inthe Schedule of Compensation set forth in Exhibit 2
to the contrary, Consultant's compensation under this Agreement is limited to
those amounts allowable and allocable o this Agreement under 48 CFR. Part 31,
Subpart 31.6 (the Federal Acquisition Regulation), OMB Circular 4:87,
(ncorporated by reference into 48 C.FR. Part 31, Subpart’ 31.6), and the cost
principles set forth in 48 C.F.R, Part 31, Subpart 31.2, but only to the extent shat
the cost principles in Subpart 31.2 do not conflict withthe terms of 8 CFR. Part
31, Subpart 31.6 and OMB Circular A-87. To the extent that an audit reveals that
‘Consultant has received payment in excess of such amounts, the City may offset
such excess payments against any future payments due to Consultant and, if 0
furure payments are due or if future payments are less than such exces,
‘Consultant must promptly refund the amount ofthe excess payments tothe Cty

$2 Method of Payment

Consultant must submit monthly invoices tothe City for labor and other direct
and indirect costs as billed, as outlined in the Schedule of Compensation in
Exhibit2. The invoices must be signed, dated, reference the City contract number
and name, and must be in such other detail as the Cty requests. If Consultant has
‘more than one agreement with the City, Consultant must prepare and submit
separate invoices for each agreement. Consultant must not submit invoices for
less than $500 unless a particular invoice is for last payment related to closeout of
the Services.

‘The City will process payment within 60 days after receipt of invoices and all
supporting documentation necessary forthe City to verify the Services provided
under this Agreement.

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Criteria for Payment

‘The reasonableness, allocabilty, and allowability of any costs and expenses
charged by Consultant under this Agreement will be determined by the Chief
Procurement Officer and the Commissioner in their sole discretion.

In the event ofa dispute between Consultant and the City as to whether any
particular charge will be paid or as to whether the amount of such charge is
reasonable, allocable to the Services or allowable, Consultant must, and the
Department may, jointly or individually, refer such dispute to the Chief
Procurement Officer for resolution in accordance with the Disputes section of this
‘Agreement. The City will not withhold payment for undisputed sums on such
invoice while a dispute is being resolved. All invoice disputes will be handled as
described in Section B.3 of Exhibit 2

Funding

‘The source of funds for payments under this Agreement isthe Fund Number set
forth in Exhibit. Payments under this Agreement will not be made or due to
‘Consultant in excess ofthe dollar amount set forth in Exhibit 2 without a written
‘amendment in accordance with Section 10.3.

‘Non-Appropriation

Ino funds or insufficient funds are appropriated and budgeted in any fiscal period
of the ity for payments to be made under this Agreement, then the City will
notify Consultant in writing of that occurrence, and this Agreement will terminate
(on the earlier of the last day of the fiscal period for which sufficient appropriation
‘was made or whenever the funds appropriated for payment under this Agreement
are exhausted. Payments for Services completed to the date of notification will be
‘made to Consultant except that no payments will be made or due to Consultant
lunder this Agreement beyond those amounts appropriated and budgeted by the
City to fund payments under this Agreement.

ARTICLE 6. DISPUTES

Except as otherwise provided inthis Agreement, Consultant must and the Commissioner may
bring any dispute conceming a question of fact arising under this Agreement which is not

disposed of tothe Chief Procurement Officer for decision based upon written submissions of the
parties. The Chief Procurement Officer will reduce his decision to writing and mail or otherwise

Revised January 18,2002 (TA) 4

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es son i tne |
furnish a copy of it to Consultant. The decision of the Chief Procurement Officer is final and

binding.

If Consultant does not agree with the decision ofthe Chief Procurement Officer, the sole and
exclusive remedy is judicial review by a common law writ of certiorari. Unless Consultant seeks
such review within 35 days of receipt of the Chief Procurement Officer's decision, Consultant
‘waives its right to seek judicial review.

ARTICLE 7. COMPLIANCE WITH ALL LAWS,

7.1 Compliance with All Laws Generally

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Consultant must observe and comply with all applicable federal, state,
county and municipal laws, statutes, ordinances and executive orders, in
effect now or later and whether or not they appear in tis Agreement,
including those set forth inthis Aricle 7, and Consultant must pay all
taxes and obtain all licenses, certificates and other authorizations required
by them. Consultant must require all Subcontractors to do so, also. At the
City’s request, Consultant must incorporate into this Agreement, by
reference or by setting forth at length, atthe option ofthe City, all statues,
rules and regulations that may now of later be required to be included by
any federal, state or local agency, Consultant must have filed, within 1
year prior tothe Effective Date, an executed Disclosure Affidavit with the
Chief Procurement Officer and must execute a No Changes Affidavit and
«Disclosure of Retained Parties in the forms incorporated into this
‘Agreement as Exhibit 4. Notwithstanding acceptance by the City ofthe
Disclosure Affidavit, failure of the Disclosure Affidavit to include all
information required under the Municipal Code renders this Agreement
voidable atthe option of the City

‘Notwithstanding anything inthis Agreement othe contrary, references to
‘statute or law are considered to be a reference to (i) the statue of law a8
itmay be amended from time to time; (i) all regulations and rules
pertaining to or promulgated pursuant tothe statute or aw; and (i
furure statutes, laws, regulations, rules and executive orders pertaining to
the same or similar subject mater.

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Consultant

{In performing its Services under this Agreement, Consultant must comply
‘with applicable laws prohibiting discrimination against individuals and
groups.

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In performing its Services under this Agreement, Consultant must
not engage in unlawful employment practices, such as (1) failing or
refusing to hire or discharging any individual or otherwise
discriminating against any individual with respect to compensation
of the terms, conditions, or privileges of the individual's
‘employment, because ofthe individual’ race, color, religion, sex,
age, handicap/dsability or national origin; o (2) limiting,
segregating or clasifying Consultants employees or applicants for
employment in any way that would deprive or tend to deprive any
individual of employment opportunities or otherwise adversely
affect the individual's status as an employee, because ofthe
individual's race, color, religion, sex, age, handicapldisability
national origin.

Consultant mast comply with, and the procedures Consultant
Utilizes and the Services Consultant provides under this Agreement
‘must comply with, the Civil Rights Act of 1964, 42 U.S.C. sec.
2000 er seq. (1981), as amended and the Civil Rights Act of 1991,
PLL. 102-166. Attention is called to: Exec. Order No. 11246, 30
Fed. Reg. 12,319 (1965), reprinted in 42 U.S.C. 2000(e) note, as
amended by Exec. Order No. 11375, 32 Fed. Reg. 14,303 (1967)
and by Exec. Order No. 12086, 43 Fed. Reg. 46,501 (1978); Age

imination Act, 42 U.S.C. §§ 6101-6106 (1981): Age
iscrimination in Employment Act, 29 U.S.C. §§621-34;
Rehabilitation Act of 1973, 9 U.S.C. §§ 793-794 (1981); _
‘Americans with Disabilities Act, 42 U.S.C. §12101 et seq.:41
CER, Part 60 et seq. (1990); Drug Abuse Office and Treatment
‘Act of 1972, PL 92-255, as amended; and Comprehensive
‘Alcohol Abuse and Alcoholism Prevention Act of 1970, PLL. 91-
(616, as amended; and all other applicable federal statues,
regulations and other laws.

Gi) State Requirements

Revised January 18, 2002 (TA) 16

UNTITLED-021
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Consultant must comply with, and the procedures Consultant
utilizes and the Services Consultant provides under tis Agreement,
‘must comply with, the Illinois Human Rights Act, 775 ILCS 5/1-
101 ef seg. (1990), as amended and any rules and regulations
promulgated in accordance with it, including the Equal
Employment Opportunity Clause, 44 Il, Admin. Code § 750
‘Appendix A. Furthermore, Consultant must comply with the
Public Works Employment Discrimination Act, 775 ILCS 1010.01,
1 3eq, (1990), as amended; and all other applicable state statues,
regulations and other laws.

ii) City Requirements

Consultant must comply with, andthe procedures Consultant
utlzes and the Services Consultant provides under this Agreement
‘must comply with, the Chicago Human Rights Ordinance, ch. 2-
160, Section 2-160-010 et seq ofthe Municipal Code of Chicago
(1990), as amended, and all other applicable City ordinances and
rules, Further, Consultant must furnish and must cause each ofits
‘Subcontractor(s) to furnish such reports and information as
requested by the Chicago Commission on Human Relations.

(b) Subcontractors

Consultant must incorporate this Section 7.2 by reference in all agreements
centered into with Subcontractors and labor organizations that furnish
skilled, unskilled and craft union skilled labor, or any other services in
connection with this Agreement.

‘Compliance with the Americans with Disabilities Act and Other Laws
Concerning Accessibilty

Consultant covenants that all designs, plans and drawings produced or utilized
under this Agreement will address and comply with all federal, state and local
Jaws and regulations regarding accessibility standards for persons with disabilities
‘or environmentally limited persons including the following: the Americans with
Disabilities Act of 1990, 42 U.S.C. § 12101 ef seq. and the Americans with
Disabilities Act Accessibility Guidelines for Buildings and Facilities
(CADAAG"); the Architectural Barriers Act, Pub. L. 90-480 (1968), and the
Uniform Federal Accessibility Standards ("UFAS"); and the Illinois
Environmental Barriers Act, 410 ILCS 25/1 er seq., and all regulations
promulgated thereunder, see Illinois Administrative Code, Title 71, Chapter 1,
Section 400.110. If the above standards are inconsistent, Consultant must assure

Revued Jomary 18, 2002 (TA) 7

UNTITLED-022
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‘that ts designs, plans, and drawings comply with the standard providing the
sreatest accessibility. Also, Consultant must, prior to construction, review the
plans and specifications to insure compliance with these standards. If Consultant
fails to comply wit the foregoing standards, the City may, without limiting any of
its remedies set forth in Section 9.2 or otherwise available at law, in equity or by
statute, require Consultant o perform again, at no expense, all Services required
to be reperformed asa director indirect result of such failure.

Inspector General

tis the duty of any bidder, proposer or Consultant, all Subcontractors, every
applicant for certification of eligibility fora City contract or program, and all
officers, directors, agents, partners and employees of any bidder, proposer,
Consultant, Subcontractor or such applicant to cooperate with the Inspector
General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the
‘Municipal Code of Chicago. Consultant understands and will abide by all
provisions of Chapter 2-56 of the Municipal Code of Chicago. All subcontracts
‘must inform Subcontractors of the provision and require understanding and
‘compliance with it

Business Relationships with Elected Officials

Pursuant to Section 2-156-030(b) ofthe Municipal Code ofthe City of Chicago. it
isillegal for any elected offical of the Cty, or any person acting at the direction
of such offical to contact, either orally or in writing, anyother City ficial or
employee with respect to any matter involving any person with whom the elected
‘official has a business relationship, orto participate in any discussion in any Cty
Council committee hearing or in any City Couneil meeting or to vote on any
‘matter involving the person with whom an elected official has a business
relationship. Violation of Section 2-156-030(b) by any elected offical with
respect to this Agreement is grounds for termination ofthis Agreement. The term
‘business relationship is defined as set forth in Section 2-156-080 of the Municipal
Code of Chicago.

‘Section 2-156-080 defines a "business relationship” as any contractual or other
private business dealing of an offical, or his or her spouse, or of any entity in
which an official or his or her spouse has a financial interest, with a person or
‘entity which entitles an official to compensation or payment inthe amount of
$52,500 or more in a calendar year; provided, however a financial interest shall not
include: (i) any ownership through purchase at fair market value ot inheritance of
less than one percent of the share of a corporation, or any corporate subsidiary,
parent or affiliate thereof, regardless of the value of or dividends on such shares.
‘such shares are registered on a securities exchange pursuant to the Securities

‘Rewsed January 18, 2002 (TA) 18

UNTITLED-023
an ta Dn ar Sr

Exchange Act of 1934, as amended; (ji) the authorized compensation paid to an
official o employee for his office or employment; (ii) any economic benefit
provided equally to all residents ofthe City; iv) atime or demand deposit in a
financial institution; or (v) an endowment or insurance policy or annuity contract
purchased from an insurance company. A “contractual or other private
‘business dealing” shall not include any employment relationship of an official's
spouse with an entity when such spouse has no discretion concerning oF input
relating tothe relationship between that entity and the City.

7.6 — Chicago "Living Wage" Ordinance

Section 2-92-610 of the Municipal Code of Chicago requires eligible contractors
‘and their subcontractors to pay a living wage (currently $7.60 per hour minimum
‘base wage) 1 covered employees employed in the performance ofthis Agreement.
‘Consultant is an eligible contractor if at any time during the performance of this.
‘Agreement Consultant has 25 or more full-time employees. If Consultan is, ot
becomes, eligible, Consultant and its Subcontractors must pay at least the base
‘wage to covered employees. Covered employees are: security guards (but only if
‘Consultant and its Subcontractors employ in the aggregate 25 or more of them),
and, in any number, parking atendans, day laborers, home and health care
workers, cashiers, elevator operators, custodial workers and clerical workers.
‘Section 2-92-610 does not apply to not-for-profit corporations with federal
'501(€)3) tax exempt status. Also ifthe work being done under this Agreement is
subject payment of prevailing wages, andthe prevailing wages are higher than
the base wage, then prevailing wage rates apply and must be paid.

ARTICLE &. SPECIAL CONDITIONS
1 Warranties and Representations
In connection with signing an carving ut this Agreement, Consultant:
(@) warrants that Consultant is appropriately icensed under Hiois law to

perform the Services required under this Agreement and will perform no
Services for which a professional license i required by law and for which

(b) warrants its financially solvent; it and each ofits employees, agents and
Subcontractors are competent to perform the Services required under this
‘Agreement; and Consultant is legally authorized to execute and perform or
‘cause to be performed this Agreement under the terms and conditions
stated in this Agreement;

‘Rensed January 18, 2002 (TA) 9

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82 Ethics

warrants that it will not knowingly use the services of any ineligible
consultant or Subcontractor for any purpose inthe performance of is
Services under this Agreement;

warrants that Consultant and its Subcontractors are not in default at the
time this Agreement is signed, and have not been considered by the Chief
Procurement Officer to have, within 5 years immediately preceding the
date of this Agreement, been found to be in default on any contract,
awarded by the City of Chicago;

‘represents that it has carefully examined and analyzed the provisions and
requirements of this Agreement, it understands the nature ofthe Services
required; from its own analysis it has satisfied itself as to the nature ofall,
things needed for the performance of this Agreement; this Agreement is
feasible of performance in accordance with all of its provisions and.
requirements, and Consultant warrants it can and will perform, or cause to
be performed, the Services in strict accordance with the provisions and
requirements of this Agreement;

represents that Consultant and, to the best of ts knowledge, its,
‘Subcontractors are notin violation of the provisions of Section 2-92-320
of Chapter 2-92 of the Municipal Code of Chicago, and in connection with
it, and additionally in connection with the Illinois Criminal Code, 720
TLCS 5/33E as amended, and the Illinois Municipal Code, 65 ILCS 5/11-
42.1-1; and

acknowledges that any certification, affidavit or acknowledgment made
under oath in connection with this Agreement is made under penalty of
perjury and, if false, is also cause for termination under Sections 9.1 and
9.3 of this Agreement.

In addition to the foregoing warranties and representations, Consultant warrants:

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‘0 officer, agent or employee of the City is employed by Consulta ot has
2 financial interest directly or indirectly in this Agreement or the
‘compensation to be paid under this Agreement except as may be permitted
in writing by the Board of Ethics established under the Municipal Code of
‘Chicago (Chapter 2-156).

‘no payment, gratuity or offer of employment will be made in connection
with this Agreement by or on behalf of any Subcontractors tothe prime

Rensed Jamvary 18, 2002 (TA) 20

UNTITLED-025
nt a

‘Consultant or higher ter Subcontractors or anyone associated with them,
as an inducement for the award of a subcontractor order.

(©) Consultant further acknowledges that any Agreement entered into,
negotiated or performed in violation of any of the provisions of Chapter 2-
156 is voidable as tothe City.

83 Joint and Several Liability
1fConsultant, or is suocessors or assigns if any is comprised of more than one
individual or othe legal entity (ora combination of them), then under this

each and without limitation every obligation or undertaking in this
‘Agreement tobe lille or performed by Consultant i the joint and several
‘obligation or undertaking of each such individual or other legal entity.
84 Business Documents

Atte request of the Cty, Consultant must provide copes ofits latest articles of|

incorporation, by-laws and resolutions, or partnership or joint venture agreement,

as applicable.
85 Conflicts of Interest

(2) Nomember ofthe governing body ofthe ity or other unit of government
and no other officer employee or agent ofthe City or other unit of
sovernment who exercises any functions or responsibilities in connection
with the Services to which this Agreement pertains is permitted to have
any personal interest, director indirect, inthis Agreement. No member of
or delegate to the Congress of the United States or the Ilinois General
‘Assembly and no alderman of the City or City employee is allowed to be
‘udmitted to any share or part of this Agreement orto any financial benefit
to arise from it.

(©) Consuitant covenants that it, and tothe best ofits knowiedge, is
Subcontractors if any (collectively, "Consulting Parties") preseatly have
1no director indirect interest and wil not acquire any interest, director
indirect, in any projector contract that would conflict in any manner ot
‘degree withthe performance ofits Services under this Agreement

(©) Upon the request ofthe City, Consultant must disclose tothe City its past
client lst andthe names of any clients with whom it hasan ongoi
relationship. Consultant is not permitted to perform any Services forthe
City on applications or other documents submitted tothe Cty by any of

eve Jamar 18,202 74) 2

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Consultant's past or present clients. If Consultant becomes aware of a
conflict, it must immediately stop work on the assignment causing the
conflict and notify the City,

Without limiting the foregoing, ifthe Consulting Parties assist the City in
determining the advisability or feasibility ofa projector in recommending,
researching, preparing, drafting or issuing a request for proposals or bid
specifications for a project, the Consulting Parties must not participate,
irectly or indirectly, as a prime, subcontractor or joint venturer in that
projector in the preparation of a proposal or bid for that project during the
term of this Agreement or afterwards. The Consulting Parties may,
however, asist the City in reviewing the proposals or bids forthe project
ifnone of the Consulting Parties have a relationship with the persons or
entities that submitted the proposals or bids for that project.

Consultant further covenants that, in the performance of this Agreement,
no person having any conflicting interest will be assigned to perform any
Services or have access to any confidential information, as defined in
Section 3.10 of this Agreement. Ifthe City, by the Commissioner in his
reasonable judgment, determines that any of Consultant's Services for
others conflict with the Services Consultant is to render for the City under
this Agreement, Consultant must terminate such other services,

immediately upon request ofthe City.
8.6 Non-Liability of Public Officials
Consultant and any assignee or Subcontractor of Consultant must not charge any
official, employee or agent ofthe City personally with any liability or expenses of
defense or hold any official, employee or agent of the City personally liable to
them under any term or provision of this Agreement or because ofthe City's
execution, attempted execution or any breach of this Agreement.
ARTICLE 9. EVENTS OF DEFAULT, REMEDIES, TERMINATION, SUSPENSION
AND RIGHT TO OFFSET
9.1 Events of Default Defined
‘The following constitute events of default:
(a) Any material misrepresentation, whether negligent or willful and whether
in the inducement or in the performance, made by Consultant to the City.
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‘Consultant's material failure to perform any of its obligations under this.
‘Agreement including the following:

(File due toa reason or circumstances within Consultant's
reasonable coatrl to perform the Services with sufficient
personnel and equipment or with sufficient material to ensure the
performance of the Services;

(Gi) Failure to perform the Services in a manner reasonably satisfactory
to the Commissioner or the Chief Procurement Officer or inability
to perform the Services satisfactorily a a result of insolvency,
filing for bankruptcy or assignment forthe benefit of creditors;

(Gil) Failure 0 promptly re-perform within a reasonable time Services,
that were rejected as erroneous or unsatisfactory,

Gv) Discontinuance of the Services for reasons within Consultant's
reasonable control; and

(¥) Failure to comply with any other material term of this Agreement,
including the provisions concerning insurance and
nondiscrimination.

‘Any change in ownership or control of Consultant without the prior
written approval of the Chief Procurement Officer, which approval the
(Chief Procurement Officer will not unreasonably withhold.

Consultant's default under any other agreement it may presently have or
‘may enter into withthe City during the life ofthis Agreement. Consultant
acknowledges and agrees that in the eveat of a default under this
‘Agreement the City may also declare a default under any such other
agreements.

Feilure to comply with Section 7.1 in the performance ofthe Agreement.

Consultant's repeated or continued violations of City ordinances unrelated
1 performance under the Agreement that in the opinion of the Chief
Procurement Officer indicate a willful or reckless disregard for City laws
and regulations.

Revised January 18, 2002 (TA) 2B

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Remedies

‘The occurrence of any event of default permits the City, atthe City’s sole option,
to declare Consultant in default. The Chief Procurement Officer may in his sole
discretion give Consultant an opportunity to cure the default within a certain
period of time, which period of time must not exceed 30 days, unless extended by
the Chief Procurement Officer. Whether to declare Consultant in default is within
the sole discretion of the Chief Procurement Officer and neither that decision nor
the factual basis for itis subject to review or challenge under the Disputes
provision ofthis Agreement.

‘The Chief Procurement Officer will give Consultant written notice of the default,
either in the form of a cure notice ("Cure Notice”), of, ifno opportunity to cure
‘will be granted, a default notice ("Default Notice"). If the Chief Procurement
Officer gives a Default Notice, he will also indicate any present intent he may
have to terminate this Agreement, and the decision to terminate (but not the
‘decision not to terminate) is final and effective upon giving the notice. The Chief
Procurement Officer may give a Default Notice if Consultant fails to effect a cure
‘within the cure period given in a Cure Notice. When a Default Notice with intent
{o terminate is given as provided in this Section 9.2 and Article 11, Consultant
‘must discontinue any Services, unless otherwise directed in the notice, and deliver
all materials accumulated in the performance of this Agreement, whether
‘completed or in the process, to the City. After giving a Default Notice, the City
‘may invoke any or all ofthe following remedies, individually or collectively:

(a) The right to take over and complete the Services, or any part of them, at
Consultant's expense and as agent for Consultant, either directly or
through others, and bill Consultant forthe cost of the Services, and
Consultant must pay the difference between the total amount of this bill
and the amount the City would have paid Consultant under the terms and
conditions ofthis Agreement for the Services that were assumed by the
City as agent for Consultant under this Section 9.2;

(b) The right to terminate this Agreement as to any or all of the Services yet to
be performed effective at atime specified by the City;

(©) The right of specific performance, an injunction or any other appropriate
‘equitable remedy;

(@) Theright to money damages;

(©) The right to withhold all or any part of Consultant's compensation under
this Agreement;

‘RewsedJanaary 18, 2002 TA) pry

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93

(The right to consider Consultant non-responsible in future contracts to be
awarded by the City.

If the Chief Procurement Officer considers it to be in the City’s best interests, he
may elect not to declare default or to terminate this Agreement. The parties
‘acknowledge that this provision is solely for the benefit of the City and that if the
City permits Consultant to continue to provide the Services despite one or more
events of default, Consultant is in no way relieved of any of its responsibilities,
duties or obligations under this Agreement, nor does the City waive or relinquish
any of its rights.

‘The remedies under the terms of this Agreement are not intended to be exclusive
of any other remedies provided, but each and every such remedy is cumulative and
is in addition to any other remedies, existing now or later, at law, in equity or by
state. No delay or omission to exercise any right or power accruing upon any
event of default impairs any such right or power, nor is ita waiver of any event of
default nor acquiescence init, and every such right and power may be exercised
from time to time and as often as the City considers expedient.

Early Termination

In addition to termination under Sections 9.1 and 9.2 ofthis Agreement, the City
‘may terminate this Agreement, or all o any portion of the Services to be
performed under it at any time by @ notice in writing from the City to Consultant.
‘The City will give notice to Consultant in accordance with the provisions of
Article 11. The effective date of termination will be the date the notice is received
by Consultant or the date stated in the notice, whichever is later. Ifthe City elects
to terminate this Agreement in full, all Services to be provided under it must cease
‘and all materials that may have been accumulated in performing this Agreement,
whether completed or in the process, must be delivered to the City effective 10
<days after the date the notice is considered received as provided under Article 11
of this Agreement (if no date is given) or upon the effective date stated in the
notice.

‘After the notice is received, Consultant must restrict is activities, and those of its
Subcontractors, to winding down any repors, analyses, o other activities
previously begun. No costs incured aftr the effective date ofthe termination are
allowed unless Consultant's claim is expressly approved by the Chief
Procurement Officer and the Department in accordance with the terms ofthis 9.3
Payment for any Services actully and satisfactorily performed before the
effective date of the termination is onthe same bass as set forth in Article 5, but
ifany compensation is described or provided for on the basis ofa period longer

Rensed Jamuary 18,2002 (TA) 2s

UNTITLED-030
a gt any Se

than 10 days, then the compensation must be prorated accordingly. No amount of
‘compensation, however, is permitted for anticipated profits on unperformed
Services. The City and Consultant must attempt to agree on the amount of
‘compensation to be paid to Consultant, but if not agreed on, the dispute must be
settled in accordance with Article 6 of this Agreement. The payment so made to
‘Consultant is in full settlement for all Services satisfactorily performed under this,
‘Agreement.

If the City terminates this Agreement early for reasons outside of the control of.
‘Consultant, the City may consider reimbursing Consultant, subject to the
procedures set forth below, for expenses that Consultant was unable o mitigate to
the extent such expenses were incurred by Consultant prior to early termination by
the City. If, however, the City terminates this Agreement early because of
error(s, omission(s) or other breaches ofthis Agreement by Consultant, the City
will not consider any claims by Consultant for reimbursement of any expenses.

Following early termination ofthis Agreement by the City and mitigation of |
‘expenses by Consultant, Consultant may submit a written claim to the City for
‘unavoidable expenses which directly result from the City's early termination of
this Agreement incurred by Consultant to the Chief Procurement Officer and the
Commissioner. The Chief Procurement Officer and the Commissioner will
‘determine the reasonableness of such expenses and any dispute conceming either
the City's general acceptance or rejection of Consultants claim for such expenses
or the City's determination as to the reasonableness of such claim must be decided
in accordance with Antcle 6 ofthis Agreement. Consultant must submit all
claims for unavoidable expenses, in writing, to both the Chief Procurement
Officer and the Commissioner no later than 30 calendar days following the date of
‘early termination. If Consultant fails to submit a claim within 30 calendar days of
carly termination, Consultant waives such claim,

Consultant must include in its contracts with Subcontractors an early termination
provision in form and substance equivalent o this early termination provision to
‘prevent claims against the City arising from termination of subcontracts afer the
carly termination. Consultant will not be entitled to make any early termination
claims against the City resulting from any Subcontractors claims against. —
‘Consultant or the City tothe extent inconsistent with this provision,

If the City's election to terminate this Agreement for default under Sections 9.1
‘and 9.2 is determined in a cour of competent jurisdiction to have been wrongful,
then in that case the termination isto be considered to be an early termination
under this Section 9,3

‘Revised January 18,2002 (TA) 26

UNTITLED-031
94

Suspension

The City may at any time request that Consultant suspend its Services, or any part
‘of them, by giving 15 days prior written notice to Consultant or upon informal
‘oral, or even no notice, in the event of emergency. No costs incured after the
ceffective date of such suspension are allowed, however, the City may reimburse
‘Consultant for unavoidable expenses, as described below. Consultant must
‘promptly resume its performance of the Services under the sare terms and.
‘conditions as tated inthis Agreement upon writen notice by the Chief
Procurement Officer and such equitable extension of time as may be mutually
agreed upon by the Chief Procurement Officer and Consultant when necessary for
continuation or completion of Services. Any additional costs or expenses actually
incurred by Consultant as a result of recommencing the Services must be treated
in accordance withthe compensation provisions under Exhibit 2 ofthis
‘Agreement,

If the City suspends the Services for reasons outside of the control of Consultant,
the City may consider reimbursing Consultant, subject to the procedures set forth
‘below, for expenses caused by the suspension that Consultant was unable to
‘mitigate. If, however, the City suspends the Services because of error(s) or
‘omission(s) of Consultant, the City will not consider any claims by Consultant for
reimbursement of any expenses.

Following suspension of the Services by the City and mitigation of expenses by
Consultant, Consultant may submit a written claim to the City for unavoidable
expenses incurred by Consultant which directly result from the City’s suspension
of the Services to the Chief Procurement Officer and the Commissioner. The
Chief Procurement Officer and the Commissioner will determine the
reasonableness of such expenses and any dispute concerning either the City’s
{general acceptance or rejection of Consultant's claim for such expenses of the
City’s determination as to the reasonableness of such claim must be decided in
accordance with Article 6 ofthis Agreement. Consultant must submit all claims
for unavoidable expenses, in writing, o both the Chief Procurement Officer and,
the Commissioner no later than 30 calendar days following the date of the
‘suspension. If Consultant fils to submit a claim within 30 calendar days af the
‘suspension, Consultant waives such claim,

[No suspension of this Agreement is permitted inthe aggregate to exceed a period
‘of 45 days within any one year of this Agreement. Ifthe total numberof days of
suspension exceeds 45 days, Consultant by writen notice tothe City may treat the
suspension as an early termination ofthis Agreement under Section 9.3

Rese January 18,2002 (TA) 27

UNTITLED-032
ann rd See

9S Right to Offset

@

O)

In connection with performance under this Agreement:
‘The City may offset any excess costs incurred:

(@ ifthe City terminates this Agreement for default or any other
reason resulting from Consultant's performance or non-
performance;

(i) ifthe City exercises any of its remedies under Section 9.2 of this
Agreement; of

(i) if the City has any credits due or has made any overpayments under
this Agreement.

‘The City may offset these excess costs by use of any payment due for
Services completed before the City terminated this Agreement or before
the City exercised any remedies. If the amount offset is insufficient 0
cover those excess costs, Consultant i liable for and must promptly remit
to the City the balance upon written demand for it. This right to offset is
im addition to and not a limitation of any other remedies available to the
City.

In connection with Section 2-92-380 of the Municipal Code of Chicago:

In accordance with Section 2-92-380 of the Municipal Code of Chicago
and in addition to any othe rights and remedies (including any of set-off)
availabe tothe City under this Agreement or permitted at law or in equity.
the City is entitled to set off a portion ofthe price or compensation dve
under this Agreement in an amount equal to the amount ofthe fines and
penalties for each outstanding parking violation complaint and/or the
amount of any debt owed by Consultant tothe City. For purposes ofthis
Section 9.5 “outstanding parking violation complaint” means 2 parking
ticket, notice of parking violation or parking violation complaint on which
no payment has been made or appearance filed in the Circuit Court of
Cook County within the time specified on the complaint. "Debt" means a
specified sum of money owed to the City for which the period granted for
payment has expired

[Notwithstanding the provisions of the above subsection, no such debts) of
‘outstanding parking violation complaints) will be offSt from the price ot

‘Rewsed January 18, 2002 (74) 28

UNTITLED-033
rr en hi rm Sen

©

compensation due under this Agreement if one or more of the following
conditions are met:

@ Consultant has entered into an agreement with the Deparment of
Revenue, or other appropriate City department, forthe payment of
all outstanding parking violation complaints and/or debts owed to
the City and Consultant isin compliance with the agreement; or

Consultant is contesting liability for or the amount of the debt in a
pending administrative or judicial proceeding; or

ii) Consultant as filed a petition in bankruptcy and the debts owed
the City are dischargeable in bankruptcy.

In connection with any liquidated or unliquidated claims against
Consultant

w

Without breaching this Agreement, the City may set off a portion of the
price or compensation due under this Agreement in an amount equal to the
amount of any liquidated or unliquidated claims thatthe City has against

Consultant unrelated to this Agreement. When the City’s claims against

Consultant are finally adjudicated in a court of competent jurisdiction or

otherwise resolved, the City will reimburse Consultant to the extent of the
amount the City has offset against this Agreement inconsistently with such
<etermination or resolution.

ARTICLE 10, GENERAL CONDITIONS

10.1 Entire Agreement

@

General

‘This Agreement, and the exhibits, which are attached to it and
incorporated init, constitute the entire agreement between the parties and.
‘no other warranties, inducements, considerations, promises or
interpretations are implied or impressed upon this Agreement that are not
expressly addressed inthis Agreement.

(b) No Collateral Agreements
‘Consultant acknowledges that, except only for those representations,
‘statements or promises expressly contained in this Agreement and any
‘Revised January 18, 2002 (TA) 2

UNTITLED-034
eh Ane i ng Se,

©

‘exhibits attached to it and incorporated by reference in it, no
representation, statement or promise, oral or in writing, of any kind
whatsoever, by the City, is officials, agents or employees, has induced
‘Consultant to enter into this Agreement or has been relied upon by
Consultant, including any with reference to: (i) the meaning, correctness,
‘oF completeness of any provisions or requirements of this
‘Agreement; (i) the nature ofthe Services to be performed; (ii the nature,
‘quantity, quality or volume of any materials, equipment, labor and other
facilities needed forthe performance of this Agreement iv) the general
conditions which may in any way affect this Agreement or its
performance; (v) the compensation provisions ofthis Agreement; o (vi)
any other matters, whether similar to or different from those referred to in
(through (vi) immediately above, affecting or having any connection
with this Agreement, its negotiation, any discussions ofits performance oF
those employed or connected or concerned with it.

‘No Omissions

‘Consultant acknowledges that Consultant was given ample opportunity
‘and time and was requested by the City to review thoroughly all
‘documents forming this Agreement before signing this Agreement in order
‘that it might request inclusion in this Agreement of any statement,
representation, promise or provision that it desired or on that it wished to
place reliance. Consultant did so review those documents, and ether
‘every such statement, representation, promise or provision has been
included in this Agreement or else, if omitted, Consultant relinquishes the
‘benefit of any such omitted statement, representation, promise or provision
and is willing to perform this Agreement in its entirety without claiming
reliance on itor making any other claim on account of its omission

102 Counterparts

103

This Agreement is comprised of several identical counterparts, each tobe fully
signed by the parties and each to be considered an original having identical legal

effect.

Amendments

‘No changes, amendments, modifications or discharge of this Agreement, or any
part of it are valid unless in writing and signed by the authorized agent of
Consultant and by the Mayor, Comptroller and Chief Procurement Officer of the
City or their respective successors and assigns. The City incurs no liability for

‘Resed January 18, 2002 (TA) 30

UNTITLED-035
104

10s

‘Additional Services without a written amendment to this Agreement under this
Section 10.3.

‘Whenever in this Agreement Consultant is required to obtain prior written
approval, the effect of any approval that may be granted pursuant to Consultants
request is prospective only from the later ofthe date approval was requested or the
date on which the action for which the approval was sought isto begin. In n0
event i approval permitted to apply retroactively toa date before the approval
was requested.

Governing Law and Jurisdiction

‘This Agreement is govemed as to performance and interpretation in accordance
withthe laws of the State of Tino

‘Consultant irrevocably submits itself to the original jurisdiction of those courts
located within the County of Cook, State of Ilinois, with regard to any
controversy arising out of, relating to, or in any way conceming the execution or
performance of this Agreement. Service of process on Consultant may be made,
at the option ofthe Cty, either by registered or certified mail addressed tothe
applicable office as provided for inthis Agreement, by registered or certified mail
addressed to the office actually maintained by Consultant, or by personal delivery
‘on any officer, director, or managing or general agent of Consultant. If any action
is brought by Consultant against the City concerning this Agreement, the action
‘must be brought ony in those courts located within the County of Cook, State of
Mlinois.

Severability

If any provision ofthis Agreement is held or considered to be or isin fat invalid,
illegal, inoperative or unenforceable as applied in any particular cae in any
{jurisdiction or in ll cases because it conflicts with any other provision or
provisions ofthis Agreement or of any constitution, statute, ordinance, rule of law
‘or public policy, or for anyother reasoo, those circumstances do not have the
effect of rendering the provision in question invalid, illegal, inoperative or —
‘unenforceable in any other case or circumstances, or of rendering any other
provision or provisions in this Agreement invalid, illegal, inoperative or
‘unenforceable to any extent whatsoever. The invalidity, illegality, inoperativeness
cor unenforceability of any one or more phrases, sentences, clauses or sections in
this Agreement does not affect the remaining portions ofthis Agreement or any

Revised amvary 18,2002 (TA) 31

UNTITLED-036
106

10.7

109

Assigns
All of the terms and conditions of this Agreement are binding upon and inure to

the benefit ofthe partes and their respective legal representatives, successors and
assigns.

Cooperation

‘Consultant musta ll times cooperate fully withthe City and act inthe City’s best
interests. Ifthis Agreement is terminated for any reason, or if is to expire on its
‘own terms, Consultant must make every effort to assure an orderly transition to
another provider of the Services, if any, orderly demobilization of its own
‘operations in connection withthe Services, uninterrupted provision of Services
<during any transition period and must otherwise comply with the reasonable
requests and requirements ofthe Department in connection With the termination
‘or expiration,

Waiver

Nothing in this Agreement authorizes the waiver ofa requirement or condition
‘contrary to law or ordinance or that would result in or promote the violation of
any federal, state or local law or ordinance.

‘Whenever under this Agreement the City by a proper authority waives
‘Consultant's performance in any respect or waives a requirement or condition to
cither the Citys or Consultant's performance, the waiver so granted, whether
express or implied, only applies tothe particular instance and is nota waiver
forever or for subsequent instances of the performance, requirement or condition,
No such waiver is a modification ofthis Agreement regardless of the number of
times the City may have waived the performance, requirement or condition. Such
‘waivers must be provided 1o Consultant in writing

Independent Contractor

This Agreement is nt intended to and will ot constitute, crete, give rise to,
‘otherwise recognize a joint venture, partnership, corporation or other formal
business association or organization of any kind between Consultant and the City.
The rights and the obligations of the partes are only those expressly set forth in
this Agreement. Consultant must perform under this Agreement as an
independent contractor and not asa representative, employee, agent, or partner of
the City

Rensed January 18,2002 (TA) 2

UNTITLED-037
‘This Agreement is between the City and an independent contractor and, if
Consultant is an individual, nothing provided for under this Agreement constitutes,
or implies an employer-employee relationship such that:

(a) The City will not be liable under or by reason of this Agreement forthe
payment of any compensation award or damages in connection with
Consultant performing the Services required under this Agreement.

(b) Consultant isnot entitled to membership in the City of Chicago Pension
Fund, Group Medical Insurance Program, Group Dental Program, Group
Vision Care, Group Life Insurance Program, Deferred Income Program,
‘vacation, sick leave, extended sick leave, or any other benefits ordinarily
‘provided to individuals employed and paid through the regular payrolls of
the City of Chicago.

(©) The City of Chicago is not required to deduct or withhold any taxes, FICA
‘or other deductions from any compensation provided to Consultant.

ARTICLE 11. NOTICES

Notices provided for inthis Agreement, unless expressly provided for otherwise inthis
‘Agreement, must be given in writing and may be delivered personally or by placing in the United
States mail ist class and certified, return receipt requested, with postage prepaid and addressed
as follows:

Ito the City: City of Chicago Department of General Services
30 North LaSalle, Suite 3700
‘Chicago, Minois 60602
Attention: Commissioner

and

Department of Procurement Services
Room 403, City Hall

121 North LaSalle Street

‘Chicago, Illinois 60602

Attention: Chief Procurement Officer

With Copies to: Department of Law
Room 600, City Hall

121 North LaSalle Street
Chicago, Illinois 60602

Rensed Jaruary 18,2002 (TA) 3

UNTITLED-038
‘Attention: Corporation Counsel
Ifto Consultant: To the address set forth inthe preamble of this Agreement

Changes in these addresses must be in writing and delivered in accordance withthe provisions of
this Article 11. Notices delivered by mail are considered received three days after mailing in
accordance with this Article 11. Notices delivered personally are considered effective upon
receipt. Refusal to accept delivery has the same effect as receipt

ARTICLE 12. AUTHORITY

Execution of this Agreement by Consultant is authorized by a resolution of its Board of
Directors, if a corporation, or similar governing document, andthe signature(s) ofeach person
‘signing on behalf of Consultant have been made with complete and full authority to commit
‘Consultant to all terms and conditions ofthis Agreement, including each and every
representation, certification and warranty contained init, including the representations,
certifications and warranties collectively incorporated by reference in it

ARTICLE 13. TARGET MARKET COMMITMENT

In the performance of this Agreement, including the procurement and lease of materials or
equipment, Consultant must abide by the minority and women's business enterprise commitment
‘requirements of the Municipal Code of Chicago, ch, 2-92, Sections 2-92-420 et seq. (1990),
‘except to the extent waived by the Chief Procurement Officer and the Special Conditions
‘Regarding Target Market Commitment set forth in Exhibit3. Consultant's completed Schedules
C-2 and D2 in Exhibit 3, evidencing its compliance with this requirement are a pat ofthis
‘Agreement upon acceptance by the Chief Procurement Office. Consultant must uilize minority
‘and women's business enterprises atthe greater ofthe amounts listed in those Schedules C-2 and
2 or the percentages listed in them as applied to all payments received from the City

-END-

[Signature page 10 follow)

‘RewsedJameary 18,2002 (T4) cy

UNTITLED-039
Patt at Se

Sl Dat Chicago, llinois:

CITY OF CHIC \GO.

“Tha 7 tliattante}
ZZ.

Swe 2a
<<
waar
RM. CHIN A: SOCIAFES, INC.
» fljou >

Its:__Presider,
(Presid. at or Authorized Officer)

By:

§ ate of raat

© -anty of £00k

(date)

1 cis instrument was acknowledged before me on September 13, 2002

1" yayeond 9 chin (aamel of pononh) as PFesident
(: mot authori gps afer Hate, ee) of Rem. Chink Assoct
‘e i a calf of whons instrument was executed)
oa Yee Favigy Oana
{mre Sten
tncenrane eres soba §
Ee WsccoacseaclooaN

Revved January 18,2002 (74)

UNTITLED-040
Signature Page
‘SIGNED at Chicago, Illinois:
CITY OF CHICAGO:
By:
Mayor
‘Comptroller
Chief Procurement Officer
‘Recommended By:
Coimmifssioner
RLM. CHIN & ASS SINC.
By:. =
Its:
(President or Authorized Officer)
State of _I11inois_

‘County of Cook __

This instrument was acknowledged before me on _September 13, 2002 (date)

by _Raymond M. Chin (aame/s of person/s) as _ President

(type of authority, ¢-g, officer, trustee, etc. of_R.M. Chin & Associates, Inc.
instrument was executed)

“OFFICIAL SEAL”

of Notary Public) JOCELYN i Lin

Noisy Pui Sn ot tee
Wy Comaven Eres the

Revised January 18,2002 (TA)

UNTITLED-041
eat i ay Sr
EXHIBIT 1
Scope of Services and Schedule for Performance

‘Attachment I-A
Key Personnel

‘Anachment 1-B
Schedule for Performance

‘Attachment 1-C
Project Insurance Requirements

‘Revised January 18,2002 (T4)

UNTITLED-042
LM. CHN f ASSOGES, NC

Department of General Services
‘Target Market Term Agreement for Construction Management Services

ATTACHMENT 1B
List of Key Personnel

RM Chin & Associates, Inc.

Name Fim Positon/ Tite
McraelWite RCA Propet Execute / Senior Wea President

Bran 0. Loree RICA, Project Execute / Vie Presidet

Joseph Oonnel RICA Senor Projet Manager

ohn Donohue RCA, { Senior Project Manager =|
oseph Geary RMCA Project Manager

cy im MCA ® —~
‘Susan Nason ‘ACS [Senor Constant Pincfal

Naney Come ACS ‘ Buing Systems Coordinator |
Nancy Com ACS [ Sehecuor a}

UNTITLED-043
‘Schedule of Performance

This Agreement takes effect as of the “Effective Date,” and will continue for 36 months, oF
until the Agreement is terminated in accordance with its terms, whichever occurs first.

Task Orders

‘The Commissioner will identify a project for which Services are to be provided. The
CConsuitant willbe notified ofthe projet, including the general scape ofthe project and the
project completion date, by the Commissioner. Upon receipt of project notice issued by the
Commissioner, Consultan will submit a Task Order form which identifies the estimated
budget forthe project (based upon the number of hours necessary to complete the project and
subject all ofthe compensation terms ofthis Agreement, including the hourly and overhead
rates), the schedule for performance of the project (which must meet the project completion
date established by the Commissioner), and any other aditional information require by the
Commissioner.

Following Consultan’s submission of the Task Order, the Commissioner and the Chief
Procurement Officer wll review the Task Order and may elect to approve it reject it oF use
‘vas basis for further negotiations withthe Consultant regarding the scope ofthe project and
the project completion date. Ifthe ity and the Consultant negotiate the scope ofthe project.
and the projet completion date, the Consultant must submit a revised Task Order (based upon
such negotiations) to the City for approval.

All Task Orders are subject to the approval of the Chief Procurement Officer and no Task
Order will become binding upon the City until it is approved, in writing, by the Chief
Procurement Officer. Absent approval of Task Order by the Chief Procurement Officer, the
City will not be obligated to pay or have any liability, under any theory of recovery (whether
under the Agreement, at law or in equity), 0 the Consultant for any Services provided by the
‘Consultant pursuant toa Task Order, or otherwise.

If the Services tobe performed under a Task Order are to be funded from a fund othe than the
fund idemified by the fund number set forth inthis Agreement, such change in Funding must
be approved by the Chief Procurement Officer andthe Comptroller prior the issuance of any
Task Order funded though such find andthe aplicabl fund number must be inlet nthe
‘Task Order form provided to the Consultan.

‘The Commissioner will provide the Consultant with a basic Task Order form after contract

award.
Notice to Proceed

‘The Consultant will commence its Services immediately upon receipt of an executed Notice
to Proceed issued by the Commissioner or his authorized designee.

UNTITLED-044
AGREEMENT INSURANCE REQUIREMENTS
‘Department of General Services
Professional Services Agreement
Construction Management Services

‘The Consultant must provide and maintain at Consultants own expense, during the term of the
‘Agreement, and during the time period following expiration if Consultant is required to return
‘and perform any additonal work, the insurance coverages and requirements specifed below,
insuring all operations related tothe Agreement.

A
»

2)

3)

4)

INSURANCE TO BE PROVIDED
Workers Compensation and Emolovers Liability
Workers Compensation Insurance, as prescribed by applicable law covenng ail

employees wino are to provide a service under this Agreement and Employers Liabilly
coverage with limits of not less than $500,000 each accident or iiness,

‘Commercial Genaral Liabilty (Primary and Umbrella)

Commercial General Liability Insurance or equivalent with limits of not less than
$2.000.000 per occurence for bodily imury, personal injury, and property damage
lability. Coverages must include the following: All premises and operations
roducts/completed operations, separation of insureds, defense, and contractual ibilty
(with 29 limitation endorsement). The City of Chicago is to be named as an additonal
insured on a primary, non-contributory basis for any lability arising directly or indirectly
from the work

‘Subconsultants performing work for Consultant may maintain limits of not less than
$1,000,000 with the same terms herein

‘Automobile Liability (Primary and Umbreiia)

‘When any motor vehicles (owned, non-owned and hirad) are used in connection with
work to be performed, the Contractor must provide Automobile Liabilty insurance with
limits of not less than $2,000,000 per occurrence for bodily injury and property damage
The City of Chicago Is to be named as an additonal insured on a primary, non.
contributory basis.

‘Subconsuttants performing work for Consultant may maintain limits of not less than
$1,000,000 withthe same terms herein

Raiload Protective Liability

Wen any work sto be done adjacent to or on rairoad o transit property, Cofisutan
rust prow, with respect othe operations that Constant or subconsutants perm
Rairoad Protective Labaly Insurance nthe ram of rairoad or ans enaiy The policy
must have limits of not less than $2.000.000 per occurrence and $6,000,000 in the
‘Sggregate or losses arising out of injures fo or Geath ofa persons, and for camage to
‘oF destrcion of property, induding the oss of use thereot

UNTITLED-045
5) Professional Liability

When any architects, engineers, construction managers or other professional
‘consultants. perform work in connection with this Agreement, Professional Liabilty
Insurance covering acts, errors, or omissions must be maintained with limits of not less
than $2,000,000." Coverage must include contractual labilty. When policies a
renewed oF replaced, the policy retroacive date must coincide with, or precede, start of
work on the Agreement. A ciaims-made policy which is not renewed or replaced must
have an extended reporting period of two (2) years.

‘Subconsultants performing work for Consultant may maintain limits of not less than
‘$1,000,000 with the same terms herein.

6) Valuable Papers
Wen any plans, designs, drawings, specications and documents are produced or used
‘under this Agreement, Valuable Papers Insurance must be maintained in an amount to
insure against any loss whatsoever, and must have limits sufficient to pay for the re-
‘creation and reconstruction of such records.

7) Property

Consultant must be responsibe for all loss or damage to City property, equipment, and
accessories at full replacement cost.

‘Consultant must be responsible for al oss or damage to personal property (including but
‘ot limited to materials, equipment, tools and supplies) owned, rented, or used by
Consultant.

ADDITIONAL REQUIREMENTS

‘The Consultant must furnish the City of Chicago, Department of Procurement Services, City
Hall, Room 403, 121 North LaSalle Street 60602, original Certifcates of insurance, or such
similar evidence, to be in force on the date of this Agreement, and Renewal Cervicates of
Insurance, oF such similar evidence, if the coverages have an expiration or renewal date
‘occurring during the term ofthis Agreement. The Consuitant must submit evidence of insuran
{n the City of Chicago Insurance Certificate Form (copy attached) or equivalent prior to
‘Agreement award. The receipt of any certficate does not constitute agreement by the City that
the insurance requirements in the Agreement have been fully met or thatthe insurance poicies
Indicated on the certificate are in compliance with all Agreement requirements. The failure of
the City to obtain certifcates or other insurance evidence from Consultant is not a waiver by tne
City of any requirements for the Consultant to obtain and maintain he specified coverages |The
Consultant must advise all insurers of the Agreement provisions regarding insurance Non-
conforming insurance does not relieve Consultant of the obligation to provide insurance as
‘specified herein. Nonfulflment of the insurance conditions may constitute a volaton of the
‘Agreement, and the City retains the right 10 stop work until proper evidence of insurance is
rowded, or the Agreement may be terminated

‘The insurance must provide for 60 days prior writen notice to be given to the City in the event
‘coverage is substantially changed, canceled, or non-renewed.

‘Any deductibles or seif insured retentions on referenced insurance coverages must be borne by
Consultant.

The Consultant agrees that insurers waive their rights of subrogation against the City of
Chicago, ts employees, elected oficia's, agents, or representatives.

UNTITLED-046
‘The coverages and limits furnished by Consuitant in no way limit the Consultant's labiies and
responsibiliies specified within the Agreement or by law.

‘Any insurance or self insurance programs maintained by the City of Chicago do not contnbute
with insurance provided by the Consultant under the Agreement,

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

The Consultant must require all subconsultants to provide the insurance required herein, or
Consultant may provide the coverages for subconsultants. All sudconsultants are subject 10 the
same insurance requirements of Consultant uniess otherwise specified in this Agreement.

Consultant or subconsuitant desire additional coverages, the party desiring the additonal
‘coverages is responsibie forthe acquisition and cost.

“The City of Chicago Risk Management Department maintains the right to modify, delete, alter or
‘change these requirements.

Corson Managemen Sires DCS

UNTITLED-047
ACORD. CERTIFICATE OF LIABILITY INSURANCE opi oe)

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UNTITLED-048
emcee Sr
EXHIBIT 2
Schedule of Compensation

‘Attachment A.
Maximum Hourly Rates

Anachment B
City of Chicago Travel Reimbursement Guidelines

‘Attachment C
Consultant and Subconsultant Overhead Absorption Rates

‘Revised Janeary 18, 2002 (TA)

UNTITLED-049
EXHIBIT 2

COMPENSATION AND METHOD OF PAYMENT
‘COSTS PLUS FIXED FEE

Compensation Component

‘Consultant will be compensated for its Services based on actual costs plus. fixed fee. Allowabilty
and allocability of costs will be determined in accordance with the terms and conditions of this
‘Agreement. Compensation will consist of: I] the cost of labor; 2] the overhead and burden,
‘including but not limited to payroll related taxes, insurance and finge benefits; 3] certain direct costs;
4] Subcontractors; and 5]. fixed fee, as described below:

Labor Coste: Labor costs will consist of the actual costs of all allowable and allocable salaries
and wages (exclusive of overtime premiums and payroll related taxes, insurance and fringe
‘benefits paid to Consultantsand Subcontractors’ employees forthe time speatin the performance
of Services under this Agreement (collectively, "Labor Costs). Labor Coss for Consultant and
‘Subcontractors by positon classification are et forth in Attachment A to this Exhibit. Labor
CCosts associated with Consultant and Subcontractor principals for administrative tasks are not
reimbursable, Principals may bill for Labor Coss for non-adminisrative tasks directly applicable
to the Services only by request and prior approval of the City

‘Overhead and Burden: Overhead and burden wil consist of actual indirect costs of the home
and beanch offices of Consultant and Subcontractors which ae allowable and allocable tothe
‘Services (collectively, Overhead”), The Overhead rates set forth in subsection (b) below willbe
applied to Labor Coss for purposes of invoicing

a Audits

‘The City reserves the right to audit Consultant's andioe Subcontractors’ Overhead rate(s)
and/or any of the components of the compensation.

1b. Overhead rates

‘Subject othe limitation set forth in 2(c) below, the Overhead rate applicable to Consultant
employees who perform Services in relation fothis Agreements: 107-8 %

(Overhead rates applicable to Subcontractors” employees ae listed in Attachment C and are
rot permitted to exceed the Consultant's. Consultant must grant the City Overhead rates
generally offered to Consultant's preferred clients subject to limitations described heFe

Limitation on Overhead

‘The compensation due to Consultant and Subcontractors will not exceed the curent rate
determined by IDOT or an audit acceptable tothe City. IF IDOT has not determined the rate
‘ora rat ha aot been determined by an audit acceptable tothe City, the compensation due 0
Consultant and Subcontractor must not exceed 150% of Labor Costs.

UNTITLED-050
‘Consultant's and Subcontractors’ Overhead rate may not exceed the lowest of (2) the rate
specified above; (b) the rate determined a a ater date by IDOT; or (c) the rate determined at a
later date by an audit acceptable tothe ity. The City has the right o recapture the difference
‘between the amount thas actualy paid to Consultant andthe amount it should have pad under
the preceding sentence.

Direct Costs: Direct costs will consist of those costs described below which:

are incurred inthe performance of Services under this Agreement;
)_are allowable and allocable the project,

fare not included ia Overhead: and
{9} are routinely and uniformly charged to specific projects under Consultants accounting system
(collectively, "Direct Costs),

‘Any expenditure in excess of $5,000 which qualities as a Direct Cost wll require prior approval
ofthe Commissioner. Consultant may not break down an expenditure which would otherwise be
‘greater than $5,000 in order to avoid this approval requirement. Direct Costs will include the
following:

‘& Drawings, Printing and Reproduction Costs. ‘The cost ofall printing, binding and
reproduction related only to the production of the milestone submitals to the City

Long Distance Telephone Telegraph and Shipping Cont, Long distance telephone cll
Fosse, mesenger an veri dlvry com,

€Travelaand Related Expenses. Out of town travel is not anticipated under this Agreement
However, should out of town travel become necessary in the performance of the Services,
Consultant must obtain prior written approval fom the City for expenses related travel nto
or out ofthe City. All such expenses must conform withthe Cit’ travel reimbursement
‘guidelines, a copy of whichis atached here as Atachment B. Expenses incured for travel
i Chicago will be subject to Group I Limitations as set forth inthe City’s guidelines.

Inaccordance with Attachment B, the City will pay 31.5 cents per mile to Consultant andvor
‘Subcontractors for travel associated with project site Visits as required by the Commissioner

44. Equipment, Tools and Vehicles. Costof any equipment. tool, furniture, computer or CADD
‘equipment, ce vehicles hired eased or purchased for Consultant's performance ofthe Services,
provided that any such item purchased will become the property ofthe City and further
provided that Consultant must obtain prior written approval of the City forthe purchase, hire
or lease of such equipment, tools, funiture, computer or CADD equipment or vehicles tothe
extent any one such iter will cost in excess of $500,

Permits and Fees. Costs to Consultant for permits and fees, if any, required to carry out the
Services, except for normal business and professional fees (which Consultant may include
its Overhead cost poo!)

Premium oa overtime. Tothe extent that Consultant pays its employeesa premiumin excess

‘ofits hourly rates for overtime spent onthe project, the cost ofthe premium will be treated 1s
a Direct Cost which will not be included in Labor Cost and which will not be subject to

UNTITLED-051
pplication of any Overhead rate. Any such overtime must bein accordance with Consultant's
polices which are subject to prior approval by the City

{& Miscellaneous. Any other costs or expenses incurred by Consultant as reasonable and
necessary forthe proper performance of the Services and allowable and directly allocable to
the project. Any expenditure in excess of $1,000 will require prior approval of the
Commissioner.

l. Subcontractors. The City will reimburse Consultant for the costs of Subcontractors as those
‘costs are incurred under or in connection with Subcontracts awarded by Consultant in accordance
with the terms and conditions ofthis Agreement, subject to the City’s prior writen approval.

‘Thecosts of Subcontractors which are reimbursable to Consultant will inelude the Subcontractors!
Labor Costs, Overhead, fixed fee and Direct Costs and, except as otherwise provided in
‘Attachment C to this Exhibit, are subject to those terms and limitations established for Labor
Costs, Overhead and Direct Costs inthis Exhibit 2A. In no event is Consultant entitled to any
‘mark-up of Subcontractor costs.

Fixed Fee. The City will pay Consultant a fixed fee (“Fixed Fee") amount as an allowance for
profitto be eamed inthe performance of Services under this Agreement by Consultant. Consultant
‘may receive progress payments on Fixed Fee only in such amouat proportionate to the Services
satisfactorily performed as of the date ofthe invoice. However, Consultant will not be entitled to
‘receive a portion ofthe Fixed Fee which exceeds the percent of progress achieved by Consultant
as ofthe date ofthe invoice in relatiog tothe Services. In any event, progress payments on Fixed
Fee will no exceed the amount set forth above inthe aggregate. For purposes of payment ofthis
Fixed Fee satisfactory completion ofthe Services means the provision by Consultan of acceptable
Deliverables andthe timely achievement of milestones, and will not be construed solely in terms
of expenditure of Consultant's time.

‘Negotiation of Fixed Fee: For purposes of determining the fixed fee foreach task order, the City
‘will negotiate the Consultants profit ata fixed fee dollar amount. ‘The maximum fixed fee
“applicable to each tatk order will not exceed 10% ofan amount equal to the sum of labor costs
‘plus overhead and burden.

Maximum Compensation. The maximum compensation under this Agreement may not exceed
750,000.00.

Fund Number: 02:100-38-2040-0140.0140,

UNTITLED-052
Method of Payment

|. nvoices. Once each month, Consultant must submitto the City an invoice foe Services performed
during the preceding month. Consultant must support each invoice with reasonable detail
‘including Subcontractor costs. In accordance with the tems of the Agreement, Consultant must
‘maintain complete documentation ofall costs incured for review and audit by the City o its
designated audit represemative(s). Consultant must also include in its invoice a portion ofthe
Fixed Fee as stipulated above. Consultant must submit each invoice in the format directed bythe
City and provide with ita progress report ina format acceprable to the City. The progress por.
‘must identify any variances from budget or schedule and explain the reasons forthe variances

2. Payment. Payment willbe processed within 60 days after the City's approval ofan acceptable

3. Invoice Disputes, If certain items contained in Consultants invoices are disputed by the City, the
amount not in question must be paid in full. The amount in question must be resolved in
sceordance withthe Disputes provision of this Agreement.

UNTITLED-053
Professional Services Agreement between FM Chin & Associates, Inc. & City of Chicago

ATTACHMENT A

MAXIMUM HOURLY RATES
‘Amended 12/12/02

CONSULTANT: RM Chin & Associates, Inc.

PosionCastenton| asirarn Hoty Pate

Yor wooa_[ 20m [000 [tos | mos
Prt ce Sze] —_s20800] —_sei80o] —seza0o) — 238
[senor Prost manage $3500] senso] svoaoo] — s10900) — sir
[post narage oun] $8360] — sero] — sszoo) sor
scours Pecan | eas00] soo] s7i00] 7500] sr.
Prose ssa somo] sz ss500] 75] a
SUBCONSULTANT: Autumn Construction Services, Inc.

Posen Ciasiteaton axon Hout ata

Yar woe _[_ 20m [00 [mos [os
Frees srioud — sissy] suid sursd sia
fun Stns Covaratr| —siosoo] — srinas| — suiszel stats sur.
serie sosool —sroas] — susze] sins] sv

UNTITLED-054
‘Autumn Construction Maximum Billable Hourly Rates 28/2002
Services, Ine.

POSITION CLASSIFICATION YEAR 2002 2003 2004-2005 (2008

Principal $110.00 $1550 $121.28 $1273 $ 19371
Building Systems Coordinator $105.00 $ 11025 $ 11576 $ 12155 § 127.63
Scheduior $.10500 $ 11025 $1576 $ 12155 $127.

UNTITLED-055
ATTACHMENT B

CITY OF CHICAGO
‘TRAVEL REIMBURSEMENT GUIDELINES

Allansponation costs must be accounted for with separate estegores for ech ype of ansportatin (ating rl. bus.
‘ab fares or othe local ransporaton, and private automobiles) The use ofa private automobile in iu of pubic
‘ranspontation will bereimbursedat 31.5 cents er mile, but in no evet wilt retnbursement excedthe cos of coch

fare. The maximum daily rte designated for hotel ae for meas ae also in poup categories. Any tps o gratuity
Istobe included

Original itemized receipts forall costs must be atached othe approved travel request and submined with he monthly

Reimbursementrates ae categorized by relative travel cons assciaed with ceri cies. Group and lists are not
all inclusive, For cies nt listed, please consult Wh the Office of Budget & Management for appropiate
reimbursement ates

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UNTITLED-056
Professional Services Agreement between RM Chin & Associates, Inc. & City of Chicago

ATTACHMENT C

CONSULTANT & SUBCONSULTANT OVERHEAD AND BURDEN RATES
AND ESTABLISHED FIXED FEES

CONSULTANT: RM Chin & Associates, Ine.

Overhead & Burden Rate; 180% 107.82
Established Fised Fees: None

‘SUBCONSULTANT: Autumn Construction Services, Inc.

Ovens & Burden Rate: FPR 16.5%
Etablahed Fined Fees: None

UNTITLED-057
R. M, CHIN & ASSOCIATES, INC.

Multiplier
MULTIPLIER: 2000
Direct Labor 1.000
Overhead
Payroll Burden & Fringe Benefits A
General & Administrative B
Total Overhead

A Direct Labor Payroll Burden & Fringe Benefits

Employer FICA & Medicare Contribution 0.071

State Unemployment Insurance 0.001

Federal Unemployment Insurance 0.001

‘Workers Compensation insurance 0.006

Medical insurance 0.075

Life insurance 0.001

Disability insurance 0.005

Employee Incentive Plan 0.107

Retirement Plan 0.000

Car Allowance 0.013

Paid Vacation time 0.047

Paid Holidays. 0.031
Personal Days 0.006

Paid Sick Days 0.21

Other paid time off 0.001

Total Payroll Burden & Fringe Benefits 028s 35

B General & Administrative

0.104

0.017
Office Supplies 018
General Administration time 0219
‘Administration P/R Taxes & Fringe Benefits 0.082
Consultants 0.001
Automobile expenses 0.008
Professional fees 0.010
Professional development ime & expense 0.110
Professional dues, training 0.002
Professional Liability & General insurance 0.027
Postage & Delivery 0.002
Recruiting 0.008

UNTITLED-058
Relocation
Reproduction costs,

Repairs & Maintenance

Staff Meetings/Retention
‘Temporary office services & other
Equipment rental & Depreciation
llino's Replacement taxes
Business Retention

Business promotion/development

Total General & Administrative

0.002
0.001
o.oo
0.008
0.000
0018
oor
0.010
0.063

Cr oe

UNTITLED-059
‘Autumn Construction
Services, Ine.

Direct Labor Multiplier
2001 Adjusted

DIRECT LABOR MULTIPLIER SUMMARY

BASE WAGE 100

LABOR BURDEN 038

‘OVERHEAD, 038
TOTAL os

r2r8/2002

B32
36.3

76.5

UNTITLED-060
‘Autumn Construction Direct Labor Multiplier
Services, Ine. 2001 Adjusted
DIRECT LABOR $148,067
LABOR BURDEN
Payrot Taxes. $13,887, 23%
‘Workers Compensation Insurance 2.076 74%
‘Group Heath and Disebiy insurance 6.725, 25%
‘Sick Leave, Holdays and Vacations 70.914) 736
Bansion Pan 23,499. Ts7%
Tabor Burden Ta70a
OVERHEAD
INDIRECT PERSONNEL EXPENSE
Labor $22,390 150%
Payrot Taxes, 2077, 14%
Workers Compensation insurance 32 2%
‘Group Heath and Disability insurance : >
‘Sick Leave, Holiays and Vacations =
Pension Plan 35, 2%
Trdivect Personnel Expense 2a
OTHER costs
Tophove $3.58 24%
‘fice Suppies and Expenses 3.873) 25%
(Corporate Vehicies 70.036, a7
Business Developer 1.331 O9%
‘Employes Development 1500 1.0%
‘Dues and Subscrgtions 600. 05%
(Corporate Insurance Ser 38%
Brofessional Services 2,008, 13%
Corporate Taxes and corse 100. 01%
‘Other Costs 20760

r2yrare002

100.0%

190%

19.9%

UNTITLED-061

w

ia
es nt ey
EXHIBITS
‘Target Market Special Conditions
MBE/WBE Commitment
Schedules C-2

Schedule D-2

‘Revised January 18,2002 (TA)

UNTITLED-062
TARGET MARKET
NON-CONSTRUCTION SERVICES/GENERAL EQUIPMENT & SUPPLIES
SPECIAL CONDITIONS REGARDING MINORITY
BUSINESS ENTERPRISE AND WOMEN BUSINESS ENTERPRISE COMMITMENT

Policy and Terms

tis the policy of the City of Chicago that Local Businesses certified as Minonty Business Enterprises (MBE)
and Women Business Enterprises (WBE) in accordance with section 2-92-420 et. seq, of the Munvcxpal Cot
‘of Chicago and Regulations Governing Certification of Minonty and Women-Owned Businesses and all ott
‘egulations promulgated under the aforementioned sections of the Municipal Code shall have the maximut
‘opportunity to participate fully in the performance of this agreement. The Chief Procurement Officer has
established a goal of awarding not les than 25% of the annual dollar value of all contracts to certified MBE
and 5% ofthe annual dollar value ofall contracts to certified WBES.

The Chief Procurement Oficer has implemented the Target Market Program that seeks to award
competitively or on a negotiated bid process to certified MBEs the established goal of 10% of the annual
dollar value ofall contracts and to cerufied WBEs 1% ofthe annual dollar value of all contacts.

Definitions

“Minority Business Enterprise” or "MBE" means a firm awarded certification asa minority owned and
controlled business in accordance with ity Ordinances and Regulations, as long as tis performing ints
certified Area of Specialy

“Women Business Enterprise” or “WBE” means a firm awarded certification as a women owned and
controlled business in accordance with City Ordinances and Regulations, as long asi is performing i its
‘cere Area of Specialty.

“Directory” means the Directory of Cemied “Disadvantaged Business Enterprises", “Minority Business
Enterprises” and “Women Business Enterprises” maintained and published by the City’s Contract
Compliance Administrator. The Directory identifies firms that have been certified as MBES and WBEs, and
includes both the date of thei last certification and the area of speciaty in which they have been certified
Contractors ae responsible for venfying the current certification status of all proposed MBEs and W2Es.

“Area of Specialy” means the description of a MBE or WEE firm's business which has been determined t
the Chef Procurement Officer to be most elective of the MBE or WE firm's daimed specialty or exper
For the Target Market Program the Ara of Specialty is synonymous tothe designated commodity area. 4
letter of certification contains a description othe MBE or WBE firm's Area of Specialty. This information ¢
also contained in the Directory

NOTICE: By vitwe of certification, the City does not make any representation concerning the ability
any MBEWBE to perform work within their Area of Specialty. Itis the responsibilty of all contractors to
determine the capability and capacity of MBEs and WBES to satisfactorily perform the work proposed.

“Target Market joint Venture” means an association of two or more MBES, WBES, or both MBES and WBEs
all certified by the City of Chicago or whose recertification is pending, to carry outa single business

‘enterprise for profit. and for which purpose they combine their experts, propery, capital, effos, sill ane
knowiedge.

Page 1 of 5

UNTITLED-063
TARCET MARKET NON-CONSTRUCTION SERVICESCENERAL {I IPMENT & SUPPLIES MBEWBE COMMITMENT

“Contract Compliance Adminstrator’ means the oficer appointed pursuant to Section 2-92-490 of the
Munveipal Code of Chicago.

bility

‘Contracts included in the Target Market Program can be exther MBE Target Market Contracts, WBE Target
‘Market Contracts or designated as open to all cerified MBE and WEE firms. Only MBE and MBE Joint
Ventures ar eligible to bid on or participate in MBE Target Market Contracts, while only WBE and WBE

Joine Ventures are eligible o bid on or participate m WBE Target Market Contracts, On solicitations open t
both MBEs and WES yount ventures ae alowed between both,

‘Contracts incuded inthe Target Market Program have been identied by the Chief Procurement Officer a
having atlas three MBES or three WES, asthe case may be, that indicated ther interest in participating |
the contracts designated commodity area(s) by succesiully being cetfied bythe City's Contract
‘Compliance Adminstrator. The Chief Procurement Ofcer shal elect contracs fr the Target Market
Program which include a vanety of goods and services which the Cty frequently contacts.

The vendor may not subcontract more than fity percent (50%) of the dollar value of the contract. The
prime Target Market vendor must perform at least 50% of the awarded contract amount with their own
‘workforces. Up to SO% ofthe dollar vaive ofthe Target Market contract may be subcontracted to firms wt
are either MBE's and/or WBE's or non-MBE's andior non- WBE's, The purchase of goods by a VENDOR
from a manufacturer or supplier fr sale to the City in a contract consisting solely ofthe sale of goods shal
‘ot be deemed subcontracting. However-in appropnate cases the Chief Procurement Officer may initiate
discussions with a contractor subcontracting with non-certfed firms in order to maximize the overall
pantcipation of MBES and WBEs at all contracting levels.

MBE of WBE firrs will be allowed to participate in this Target Market Contract only in their Areas of
Specialty as certified, of recertification was submitted prior to certification expiration has been applied
and is pending on the date of bid opening. Certification must be substantiated by current certification let
‘ofall MBE and WBE participating inthe contact being a part of the bid/proposal response.

‘The Chief Procurement Officer may make participation inthe Target Market Program dependent upon
submission to stricter compliance audits than are generally applicable to participants in the MBE/WBE
program, Where necessary or useful, the Chief Procurement Officer may require or encourage MBES and
W8Es to participate in training programs offered by the Department of Planning and Economic Developme
‘or other City departments or agencies as a condition of participation in the Target Market Program,

‘The Chief Procurement Officer shall be authorized to review whether any MBE or WBE actively involved it
the Target Market Program shouldbe precluded fram participation inthe Target Market Program Inthe
folowing year to prevent the domination ofthe Target Market Program by a small number of MBEs or W.
‘The decision ofthe Chief Procurement Ofcer to exclude a vendor from the Target Market Program i fina
and ron-appealable. The Chief Procurement Office shall eview the participation of any vendor in the
Target Market Program which has been awarded asthe prime vendor in a calendar year ether (i fv (5)
‘more Target Market Contacts: oF (i) Target Market Contracts with a total estimated value in excess of ore
millon dollars ($1,000,000); provided, however, that each contrac ued inthe above computation has an
estimated valu in excess often thousand dallas ($10,000). The factor which willbe considered by the
Chief Procurement Officer include:

(the total number and estimated value of both Target Market and other Cty contracts awarded to W

Page 2 of 5

UNTITLED-064
v.

TARCET MARKET NON-CONSTRUCTION SERVICESICENERAL {QUIPMENT & SLPPLIES MBEWBE COMMITMENT
contractor:

i) the total number and estimated value of both Target Market and other ity contracts awarded to th
contractor in a specific commodity area:

(ii) the percentage of the number of both Target Market and other City contracts awarded to the
contractor in a specific commodity area;

(iv) the percentage of the total estimated value of both Target Market and other City Contracts awarded
tothe contractor in a specific commodity area:

(©) the extent to which the Vendor s dominating the Target Market Program tothe undue detriment o
‘other contractors or the City; and

(wi) any other factors deemed relevant by the Chief Procurement Office.
Procedure to determine Bid Compliance
Schedule 0-2

Bidders must submit, together withthe bid, a completed Schedule D-2 commiting them to the utilization «
each listed firm.

Schedule C2

Letter of Intent from Subcontractor, Supplier and/or Consultant to perform. In the event the Vendor fails to
submit any Schedule C-2s with its bid/proposal, the City will presume that no subcontractors are performing
services related to the contract absent evidence to the contrary.

‘eter of Cenication

‘A copy of each proposed MBEWEE firm's current Lette of Certification from the City of Chicago must be
submitted with the bid/proposal.

Joint Venture Agreements

if the bidderproposeris'a joint venture, the bidderproposer must provide a copy ofthe Joint Venture
agreement and a Schedule B-2. In order to demonstrate the MBE/WBE partners share inthe ownership ar
‘control, the joint venture agreement must include specific deta, related to: (1) contnbutions of captal ar
‘equipment; (2) work responsibilities or other performance to be undertaken by the MBE/WBE: and (3) the
‘commitment of management, supervisory and operative personnel employed by the MBEAWBE to be
dedicated to the performance ofthe contract. The joint venture agreement must also clearly define each
partner's authority to contractually obligate the joint venture and each partner's authority to expend joint
‘venture funds (eg, check signing author)

Advances and Expedited Payments,

‘A vendor bidding on a Target Market Contract may request in its bid/proposl that it receive a portion of
‘estimated contract value atthe time of award as an advance to cover start-up and mobilization costs, whic)

Page 3 of 5

UNTITLED-065
vu.

TARCET MARKET NON-CONSTRUCTION SERVICESICENERAL EQUIPMENT & SUPPLIES MBEMBE COMMITMENT

the Chief Procurement Officer may grant in whole or sn part. The Chief Procurement Oficer will not ace
requests made after bid/proposal opening. The Chief Procurement Officer may grant advances not
exceeding the lesser of: i) ten percent (10%) ofthe estumated contract value; oF i) wo hundred thousans
dollars ($200,000.

Advances willbe liquidated, and hence the City will receive a credit for these advances against payments
<due under the contract, commencing at the time of the first payment to the contractor afer the payment @
the advance. The City shall be entitled to be repaid in full no later than such time as the City pays fity
percent (50%) or more of the estimated contract value to the Contractor.

Inthe event a vendor does not perform as required by the contract and thus is not entitled to al, or pat of
“any contract advances or expedited payments it has received, the ity shall be ented to take appropriate
{actions to recover these excessive payments, including, but not limited to, liquidation against vouchers for
commoditievservices rendered for other awarded contracts or future bid deposits, restitution sought from
the performance bond, 2 determination thatthe contractor is non-responsive, or decertfcation. These
remedies are in addition to all remedies otherwise available to the Cty pursuant to the contrac, at law, oF
equity.

Due to the nature of term agreements (annual contract with “depends upon requirements” contract value:
there is no guarantee of the contract against which the advance can be measured or liquidated. Therefore
advances will be granted for term agreements based upon reasonable estimates at the discretion of the Chi
Procurement Officer.

‘Compliance

‘The Contract Compliance Administrator shall be entitled to examine on five (5) business days notice, the
‘contractor's books and records including without limitation payroll records, tax returns and records, and
books of account, to determine whether the contractor i in compliance with the requirements of the Targ
‘Market Program and the status of any MBE or WBE performing any portion of the contract. Such nights are
in addition to any other audit inspection rights contained in the contract.

tls material breach ofthis contract ifthe vendor, 2 joint venturer, or subcontractor is disqualified as a MBE
or WBE, such status was a factor in contract award, and the status was misrepresented by the contractor or
any joint venturer. Such a breach shall entitle the City to declare a default. terminate the contract and
‘exercise those remedies provided for in the contract, at law or in equity.

Inthe event thatthe vendor is determined not to have been involved in any misrepresentation of the statu
‘of an MBE or WBE, the contractor shal discharge the disqualified MBE or WBE and, if posible, iderafy an
engage a qualiied MBE or WEE as its replacement. Continued eligibility to enter into future contracting
arrangements with the City may be jeopardized as a result of non-compliance. Payments due under the
‘contract may be withheld until corrective action is taken.

Resource Agencies
‘Smal business guaranteed loans; surety bond guarantees; & a) certification:

US. Small Business Administration S.B.A - Bond Guarantee Program

500 W. Madison Steet, Suite 1250 Surety Bond

Chicago, inois 60661 500 West Madison, Suite 1250
Page 4 of 5

UNTITLED-066
TARGET MARKET NON-CONSTRUCTION SERVICES.CENERAL EQUIPMENT & SUPPLIES MBEAWBE COMMITMENT

Attn: General Services Chicago, ilinoss 60661
312) 353-4528 tention: Carole Marrs
(312) 353-4003

S.A - Procurement Assstance
5300 West Madison Sueet Suite 1250

Chicago, tins 60601

“tention: Rober P. Murphy, Area Regional Administrator
(312) 353-7381

Project information and general MBEWBE Program information

Giy of Chicago ity of Chicago
Deparment of Procurement Services Department of Procurement Services
‘Contract Monitoring and Compliance ‘Contract Adminstration Division
CGiy Hall-Room 403 City Hall - Room 403

‘Chicago, tlinois 60602 ‘Chicago, ilinois 60602

‘Attention: Carnice Carey ‘Attention: Byron Whittaker

(312) 744.9841 (312) 744.9752

Directory of Certified Disadvantaged, Minonty and Women Business Enterprises i available inthe Bid and
Bond Room, Department of Procurement Services, City Hall, Room 403, Chicago, Ilinais 60602, Monday
‘through Friday between the hours of 8:40 am to 10:45 am and 12:00 pm to 3:30 pm.

Non Con ay 128

Page S of 5

UNTITLED-067
se
SIEM De, Mayor
a
Prevent

(Cer Proce: te

iy mal, tom 3
{aT Nerts Sat

fo
yo

NEIGHBO!

Raymond M. Chin, President
R.M. Chin & Associates, Inc.

401 North Michigan Avenue, Suite #525
Chicago, linois 60811

Re: 2 ANNIVERSARY CERTIFICATION
Certification Effective: June 4,
Certification Expires: ‘April 30, 2006
‘Annual Affidavit Certificate Expires: April 30, 2003

Dear Mr. Chin:

Congratulations on your continued eligibility for certification as an MBE by the
Gity of Chicago. Re-validation of R. M. Chin & Associates, Inc.'s certification
's required by April 30, 2003.

‘As a condition of continued certification during this five year period, you must
promptly notify the Office of Business Development of any changes in ownership
cnr of your frm or any eer maters or facts aflecting your frm’ ght
for certification

The City may commence actions to remove your firm's eligibility if youfllto notity
Us of any changes in_ownership, management or control, or otherwise fail to
‘cooperate with the City in any inquiry or investigation. Removal of eligibility
procedures may also be commenced if your frm is found to be involved in bidding
‘or contractual regularities,

Your firm's name wil be listed in the City’s Directory of Disadvantaged Business
Enterprises, Minonty Business Enterprises and Women Business Enterprises in
the specially area(s) of:

Engineering Services; Programs, Project and Construction Management;
Real Estate Development; Environmental Abatement Services:

‘Your firm's participation on City contract willbe credited only toward MBE goals
in your area(s) of specialty. While your participation on City contracts is not
‘imited to your specialty, credit toward MBE goals willbe given only fr work done
In the speciaty category.

‘Thank you for your continued interest in the City’s Minority, Women~and
Disadyantaged Business Enterprise Programs.

UNTITLED-068
TARGET MARKET/SCHEDULE C-2
Letter of intent from Subcontractor, Supplier andlor Consuitant to Perform
Target Market Program
NameofProjeciConracr, Professional Construction

Managemont—Sorviees————
Department of General Servic«
Specification Number:

Please check appropnate status of subcontracting Firm:

From: AvTuma) CousTRUCT ON MBE X_ WBE Non-Minority,
SERV ices, Ie .
To:_B2M. Chin & Aasociatensnd the City of Chicago

ret he wt Cnaserapa

The undersigned intends to perform work in connection with the above projects asa:
Sole Proprietor x Corporation
= pannership eine Venture
‘The undersigned is prepared to provide the following described services or supply the following described goods
‘connection with the above named projecticontract:

Evatuation,

_—Bvaluation, Design Review, Coordination, Schedule & Coat Review.
‘and Field Observation of Mechanical, Electrical, Plumbing, and
Hite" protection avatens one project Base et

‘The above described performance is offered forthe ollowing price and described terms of payment

_——~—__Denends ton Reguirpents (om) sa7.sog

{Fore space is needed to fully describe the firm's proposed scope of work andlor payment schedule, atach
additional sheets.

‘The undersigned will enter into a formal written agreement for the above work with you as a Prime Contractor.
conditioned upon your execution of a contract withthe City of Chicago, and will do so within (3) three working:
of receipt of a signed contract from the City of Chicago.

Susan on | President
——08/o9/2m2
ate
20 = cm

UNTITLED-069
i Teas
in 298)
apd nag nk

‘NEIGHBORHQQDS:

Susan Nelson, President
‘Auturnn Construction Services, nc.
4N 48% Semnole Lane
Winfield, lino 60180

Re 2 ANNIVERSARY CERTIFICATION
Certficaton EMective August 23, 2002
Gerticaton Expires. duly 31, 2606
Annual Atidavi Certcate Expres’ July 31, 2003

Dear Ms Nelson

Congratulations on your continued eligi for certicaton as a WBE bythe Cty of Chicago,
‘Re-vabdaton of Autumn Construction Services, Inc.'s cerficaton isequred by July 31,
2002,

‘Asa condition of continued certification during this ive year period. You must contnve to fle
‘2 No-Change Affidavit within 60 cays of te date of expration Please note that you must
Include a copy of your most current Corporate Federal Tax Returns. Fature to fle tis,
‘Atiava wil resut inthe termination of your certication .

‘You must aso nobfy the Orce of Business Development of any changes in ownership or
Contoiot your frm or any other matters of facts affecting your firm's ebgtity or ceieason

‘The City may commence actions to remove your frm'seigibity Hf you fal to notty us of any
‘changes in ownership, management or conto, or otherwise fail fo cooperate wih the Cty
‘in any inquiy or vesdgation Removal of egibity procedures may aso be commenced if
your firm is ound tobe Involved in bidcing or conactval regulates.

‘Your fms name wal be listed in the C's Dvectory of Disadvantaged Business Enterprses,
Ninanty Busness Enterprises ang Women Business Enterprises inthe specalty area(s) of

Mechanical Systoms and Construction Consulting: Project Management:
"rograms Management; Construction Management

‘Your firm's particspaton on City contracts wil be crested only toward WBE goas in your
area(s) of specialty. While your participation on Cty contracts isnot imited io yaur spec,
‘eit toward WBE goats wil be given only for work dane in te specialty category

‘Thank you for your continued interest inthe City's Minority, Women and Disaevantaged
Business Enterprise Programs,

opi vo,
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“Drector of Cert

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UNTITLED-070
SCHEDULE D-2
Affidavit of Target Market Subcontractors
Non - Construction Services/General Equipment and Supplies

Target Market Professional
Construction Management
Contract Name:

Services
Dept. of General Services
Specification No,:_829060713

‘State of___ILinoig _
‘County (Cty) of_COOK ___
| HEREBY DECLARE AND AFFIRM that | am duly authorized representative of

R.M.Chin & Associates, Inc.

and that have personaly reviewed the material and facts set oh herein describing our proposed plan dente
sub-contractor inthis contact.

‘Al MBE/WBE firms included inthis plan have been certified as such by the City of Chicago (Letters of Certfictio.
‘Atached).

Direct Panicipation of Subcontracting Firms

(Note: The bidder/proposer shall, in determining the manner of MBE/AWBE participation, can only consid
involvement with MBEAWBE firms as joint venture partners. Subcontracting and suppling of goods and,
services directly related to the performance of this contrac is open to MBEMWBE and non MBE/WBE firm:
NOTICE: Subcontracting cannot exceed 50% of the total contract amount.)

‘A. The MBE and/or WBE bidderts)is to attach a copy oftheir Cty of Chicago Letter of Cerfication.

8. fbidder/proposer is a joint venture and one or more joint venture partners, they must be cerniec
-MBEs or WBES, atach copies of Letters of Cenification and a copy of Joint Venture Agreement
clearly describing the role of the MBE/WBE firmis) and its ownership interest inthe joint venture.

C.— Subcontractors (Direct oF indirect:

truction Services

Ine.

1, Name of Subcontractor,_ Autumn Cor

‘Address,_1.N- 481 Seminole Lane, Winfield, IL 60190

Contact Penon:_Susan Nelson -=—=Phone:_(630) 588-9585
Dollar Amount Participation $ _37+ 500 coun)

Percent Amount of Participation: Sox

Schedule C-2 attached? Yes_X__ «No. + (see page 2)

UNTITLED-071
‘Contact Person: Phone:

Dollar Amount Participation §

Percent Amount of Participation

Schedule C-2 atached? Yes No. :

Dollar Amount Participation $
Percent Amount of Participation: *
Schedule C-2 attached? Yes

‘Type of Firm:
MBE wee Non-MAWBE

4. Name of Subcontractor:

Address:

Contact Person: Phone:

Dollar Amount Participation $

Percent Amount of Participation: x
Schedule C-2 attached? Yes No. :

‘Type of Firm:
MBE wee Non MAWBE

UNTITLED-072
5. Attach additional sheets as needed.
* All Schedule C-2s and Letters of Ceruficquon not submitted with bid/proposal must be submited so a
assure receipt by the Contract Adminisvator within three (3) business days ater bid opening (or proposal
due date.)

To the best of my knowledge , information and belief, the facts and representations contained inthis
Schedule are rue, and no matenal facts have been omitted

‘The contractor designates the following person as their MBE/WEBE Liaison Officer:
Name Brian D. Lorene Phone Number, 312-595-2000

{do solemnly declare and afer under penaies of perjury tha the contents ofthe foregoing document ar
true and corect, and that | am authorized, on behal ofthe contractor, to make this afidavt

State of__taninoig
County of _Coo
This insrument was acknowledged before me on August 7, 2002 (date)

by__Brian Lorene {name i of persons)
as___Vice President ___itype of authority, e.g, officer, trustee, etc.)

of RM. Chin & Associates, inc {name of party on behalf of whom instrument
was executed).

SORFICIAL SEAL”
JOCELYN MLM
oy ie, Sut ois
uy canmasen Exes 280409

UNTITLED-073