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 UNTITLED-003 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 UNTITLED-004 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 UNTITLED-005 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 UNTITLED-006 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 UNTITLED-007 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 UNTITLED-009 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 UNTITLED-010 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 UNTITLED-011 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 UNTITLED-012 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’) Rewsed January 18,2002 (TA) 8 UNTITLED-013 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 UNTITLED-014 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 UNTITLED-015 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 UNTITLED-016 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. Revued January 18,2002 (TA) B UNTITLED-018 lanl sn ng Sven 83 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 UNTITLED-019 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 @ ©) 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. Revsed January 18,2002 (T4) 15 UNTITLED-020 Nondiserimination 2 @ Consultant {In performing its Services under this Agreement, Consultant must comply ‘with applicable laws prohibiting discrimination against individuals and groups. @ Federal Requirements 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 13 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 me At rg apn Sr, 14 1s ‘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 UNTITLED-024 © @ © 0) 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: @ () ‘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 UNTITLED-026 @ © 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. Reed January 18,2002 (TA) 2 UNTITLED-027 aA On ae re (O) © @ © o ‘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 UNTITLED-028 92 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 UNTITLED-029 att et On ay Sr, 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 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) gabe s canaaa, 226 Stiben tas Cenrpeare cons et hte reve w:lenbs245-4600 tan: 620-245-4603 i [MAURER Arronome COVERAGE be RSet ty gangs: Te meoizs0sie aypayer | 2/nsea wepsyor | 2/31/03 i T azssisoz | 12/31/03 | aczoces0%i5 sz/syyor | 2/a3y03 | meee tonal Lieb | 2713636 az/sasoz | 12/31/03 {a taeabie fs mousse /awsan 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 compavone [enor [eamrwerres [exovr a mee [sec lame eee me. [eet |=Ss |e SE [Ssi. |e [Rey geee jam" (Sek Se |S Eee Ee Ee Es. SS" |Ses.. Bey soe |S Pa pas fan. =e rh Eat on Een | are [‘cnown Tenge SSS fem | see | sme ss = Tee Toone ee : | Sr | St: mas | Gm | RE a er sow se ns i Be wi 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