STANDARD AGREEMENT PROVISIONS

FOR CONSULTANT SERVICES

STATE OF ILLINOIS 

 

 

January 1, 2001

 

 

 

TABLE OF CONTENTS

 

PREAMBLE

 

SECTION 1 - DEFINITIONS

 

1.01      AASHTO

1.02      ACTUAL COSTS

1.03      ADDITIONAL COMPENSATION

1.04      ADDITIONAL SERVICES

1.05      AGREEMENT

1.06      APPROVING PARTY

1.07      AUTHORITY TO PROCEED

1.08      BUREAU CHIEF

1.09      CALENDAR DAYS

1.10      CHANGE

1.11      COMPENSATION

1.12      CONSTRUCTION COST ESTIMATE

1.13      CONSTRUCTION SECTION

1.14      CONSULTANT

1.15      CONTRACT

1.16      CONTRACTOR

1.17      CRITICAL PATH METHOD (CPM)

1.18      DAMAGES

1.19      DATES OF SUBMISSION, ACCEPTANCE AND REVIEW TIME

1.20      DEPARTMENT

1.21      DESIGN SECTION

1.22      DIRECTOR

1.23      DISTRICT ENGINEER

1.24      ERROR

1.25      EXTRA TASK ORDER

1.26      FHWA

1.27      FIELD AND OFFICE CHECK (F&OC)

1.28      FIXED FEE

1.29      KEY PERSONNEL

1.30      LIAISON MANAGERS

1.31      NEGLIGENCE

1.32      OMISSION

1.33      PS&E

1.34      PHASE

1.35      PROFESSIONAL TRANSPORTATION  BULLETIN

1.36      PROGRESS REPORT

1.37      PROJECT

1.38      PROJECT SCHEDULE

1.39      QUALITY ASSURANCE

1.40      QUALITY CONTROL

1.41      RECORD DOCUMENTS

1.42      SCOPE OF SERVICES

1.43      SERVICES

1.44      SPECIFIC RATES OF COMPENSATION

1.45      STATEMENT OF INTEREST

1.46      SUBCONSULTANT

1.47      SUPPLEMENTAL AGREEMENT

1.48      SUPPLEMENTAL SERVICES

1.49      TS&L

1.50      TOTAL AGREEMENT AMOUNT

1.51      UNIT OF WORK

1.52      UPPER LIMIT OF COMPENSATION

1.53      WORK

1.54      WORKING DAYS

1.55      TASK ORDER

 

 

 

SECTION 2 - GENERAL CLAUSES AND COVENANTS

 

2.1  CONSULTANT OFFICE AND PERSONNEL REQUIREMENTS

 

2.10      THE CONSULTANT OFFICE

2.11      ENDORSEMENT OF DOCUMENTS

2.12      QUALIFICATION OF PERSONNEL

2.13      QUALITY ASSURANCE AND QUALITY CONTROL (QA/QC) PLAN

2.14      EMPLOYMENT OF THE DEPARTMENT'S PERSONNEL

2.15      COVENANT AGAINST CONTINGENT FEES

2.16      COVENANT OF INTEREST

2.17      CONTINUING OBLIGATION

 

 

 

2.2          SERVICE REQUIREMENTS

 

2.20      AUTHORIZATION AND APPROVAL

2.21      PROGRESS REPORTS AND ADJUSTMENTS TO PROJECT SCHEDULE

2.22      RELATIONSHIP WITH OTHERS

2.23      RIGHT TO ENTER

2.24      SUBLETTING, ASSIGNMENT OR TRANSFER

2.25      PUBLIC UTILITIES

2.26      ACCURACY OF PROFESSIONAL SERVICES AND PROFESSIONAL LIABILITY INSURANCE

2.27      POLICIES AND PROCEDURES

2.28      REVIEWS AND ACCEPTANCES

2.29      REVISIONS OF PLANS, SPECIFICATIONS OR ESTIMATES

2.30      CADD FILES

 

2.4          LEGAL OBLIGATIONS

 

2.40      COMPLIANCE WITH STATE AND OTHER LAWS

2.41      FELONS

2.42      CONFLICTS OF INTEREST

2.43      NEGOTIATIONS

2.44      INDUCEMENTS

2.45      REVOLVING DOOR PROHIBITION

2.46      DISCLOSURE

2.47      REPORTING ANTI-COMPETITIVE PRACTICES

2.48      CONFIDENTIALITY

2.49      INSIDER INFORMATION

2.50      BRIBERY

2.51      EDUCATIONAL LOAN

2.52      BID RIGGING/BID ROTATING

2.53      INTERNATIONAL ANTI-BOYCOTT

2.54      DRUG FREE WORKPLACE

2.55      CERTIFICATION REGARDING LOBBYING

2.56      CONTROL OF PROPERTY

2.57      COST PRINCIPLES

2.58      DEBARMENT

2.59      COST ACCOUNTING STANDARDS

2.60      DISADVANTAGED BUSINESS ENTERPRISE POLICY

2.61      HEADGEAR, VEST AND FOOTWEAR POLICY

2.62      INSURANCE OTHER THAN PROFESSIONAL LIABILITY

2.63      INDEMNIFICATION OTHER THAN PROFESSIONAL SERVICES

2.64      NONDISCRIMINATION (CIVIL RIGHTS ACT OF 1964)

2.65      EQUAL EMPLOYMENT OPPORTUNITY (EEO)

2.66      TAXES, ROYALTIES AND EXPENSES

2.67      RESPONSIBILITY FOR CLAIMS AND LIABILITY – PROPERTY DAMAGES

2.68      TERMINATION AND ABANDONMENT

2.69      SETTLEMENT OF CONSULTANT CLAIMS

2.70      OWNERSHIP OF DOCUMENTS

2.71      RETENTION OF RECORDS

 

 

 

2.8          METHODS OF PAYMENT

 

2.80      PAYMENT METHODS

2.81      PARTIAL PAYMENTS/INVOICES

2.82      FINAL PAYMENT

2.83      EFFICIENCY FACTOR

2.84      PAY FOR PERFORMANCE

2.85      ADJUSTMENT OF UPPER LIMIT OF COMPENSATION

2.86      ITEMS ELIGIBLE FOR REIMBURSEMENT AS CONSULTANT'S COSTS

PREAMBLE

 

Since the SERVICES contemplated under the AGREEMENT is professional in nature, it is understood that the CONSULTANT, acting as an individual, partnership, firm or other legal entity, is of professional status and will be governed by professional ethics in their relationship to the DEPARTMENT.   The DEPARTMENT acknowledges the professional and ethical status of the CONSULTANT  by  entering  into  an  AGREEMENT  on  the  basis  of  their  qualifications  and experience and determining their COMPENSATION by mutually satisfactory negotiations.

 

 

SECTION 1

 

DEFINITIONS

 

Wherever used in these Standard AGREEMENT Provisions for CONSULTANT SERVICES hereinafter referred to as the "STANDARD PROVISIONS", or any documents where these STANDARD PROVISIONS pertain or govern, the following terms and abbreviations shall be interpreted as herein set forth:

 

1.01    AASHTO.  The American Association of State Highway and Transportation Officials.

 

1.02      ACTUAL COSTS.    The  CONSULTANT'S  ACTUAL  COSTS,  directly  attributable  and properly applicable to the conduct of the CONSULTANT'S business in the performance of the AGREEMENT  and in accordance  with general  accounting  practices,  including direct salary costs, direct non-salary costs, indirect salary costs and indirect non-salary costs.

 

1.03    ADDITIONAL COMPENSATION.  Payment for additional SERVICES.

 

1.04      ADDITIONAL SERVICES.  Any minor SERVICE or action required of the CONSULTANT which  is not  identified  in the  AGREEMENT  or any  SUPPLEMENTAL  AGREEMENT. Minor here means less than 7% of the COMPENSATION for the PHASE of SERVICES being performed or $50,000 cumulative.

 

1.05      AGREEMENT.   The legal instrument or negotiated CONTRACT defining the obligations and considerations of the signatory parties. The term "AGREEMENT" includes all SUPPLEMENTAL AGREEMENTS.

 

1.06      APPROVING PARTY.   Parties other than contracting parties upon whose approval or acceptance the DEPARTMENT and CONSULTANT must depend in the advancement of the SERVICES.

 

1.07      AUTHORITY TO PROCEED.  The initial written authorization from the DEPARTMENT to the CONSULTANT to proceed with the SERVICES.

 

1.08      BUREAU CHIEF.   The DEPARTMENT'S officer named in the AGREEMENT who must approve any CHANGE or additional SERVICES Authorization.

 

1.09    CALENDAR DAYS.   The total elapsed days including  Saturdays,  Sundays  and Legal

Holidays.

 

1.10      CHANGE.  An addition to, reduction of, or revision in the scope, complexity, character or duration of the SERVICES identified in either the AGREEMENT or any SUPPLEMENTAL AGREEMENT.

 

1.11    COMPENSATION.    The  monetary  amount  to be  paid  by  the  DEPARTMENT  to the

CONSULTANT for SERVICES set forth in the AGREEMENT.

 

1.12    CONSTRUCTION COST ESTIMATE.  The estimated cost of constructing the PROJECT

approved by the Engineer of Design and Environment.

 

1.13      CONSTRUCTION SECTION.   A portion of, or an entire DESIGN SECTION,  between designated limits, for which separate construction plans are to be prepared.

 

1.14      CONSULTANT.        The  individual  or  firm  providing  engineering  and  design  related

SERVICES as a party to the AGREEMENT.

 

1.15      CONTRACT.      The   written   AGREEMENT   between   the   DEPARTMENT   and   the CONSULTANT setting forth the obligations of the parties, including, but not limited to, the performance of the SERVICES, the furnishing of labor and materials, and the basis of payment (See AGREEMENT).

 

1.16      CONTRACTOR.     The individual, firm, partnership,  or corporation  contracting with the

DEPARTMENT for performance of the prescribed WORK (construction activities).

 

1.17      CRITICAL PATH METHOD (CPM).  A technique for determining the interrelationship and sequence of various activities in achieving a result within a specific time.

 

1.18      DAMAGES.   The direct costs that follow proximately from a breach of the standard of care set forth in Section 2.26.  Direct costs include, but are not limited to, all actual costs to correct WORK affected by a breach, and all delay and other time-related costs paid by the DEPARTMENT because of a breach.  The total direct costs will not include the value of any betterment resulting from the correction of the WORK, or those costs that would have been incurred had an omitted feature, system or equipment been made a part of the CONTRACT let to the CONTRACTOR to perform the WORK.  The CONSULTANT will be liable for special or consequential damages in addition to DAMAGES when special circumstances and conditions are expressly recognized by the CONSULTANT and the DEPARTMENT, and the intent for the CONSULTANT to be liable for said damages is expressly set forth in this AGREEMENT.  This definition does not apply to Sections 2.62 and 2.63.

 

1.19      DATES OF SUBMISSION, ACCEPTANCE AND REVIEW TIME.         The    date    of    a submission by the CONSULTANT is the date on which it reaches the DEPARTMENT.  A review by the DEPARTMENT and APPROVING PARTY, if any, determines whether a submission is acceptable.   The date of written notice of acceptance from the DEPARTMENT to the CONSULTANT is the date of acceptance.

 

1.20      DEPARTMENT.  The Department of Transportation of the State of Illinois.

 

1.21      DESIGN SECTION.  A geographic location or area between designated termini or limits for which the professional SERVICES specified in the AGREEMENT are to be performed by the CONSULTANT.

 

1.22      DIRECTOR.  The DIRECTOR of the Division or Office of the DEPARTMENT who is in charge of the SERVICES under the AGREEMENT.

 

1.23      DISTRICT ENGINEER.   The Individual of the DEPARTMENT who has jurisdiction over the SERVICES of a State’s District.

 

1.24      ERROR. A failure to provide professional SERVICES in accordance with that degree of care and skill ordinarily exercised under similar conditions excluding, however, OMISSIONS.

 

1.25      EXTRA TASK ORDER.     A  written  authorization  of  Extra  SERVICES  negotiated  in accordance with the terms of the AGREEMENT and approved by the BUREAU CHIEF.

 

1.26      FHWA.      The  Federal  Highway  Administration  of  the  United  States  Department  of

Transportation (DOT).  FAPG is Federal-Aid Policy Guide.

 

1.27      FIELD AND OFFICE CHECK (F&OC).    An  official  and  comprehensive  review  of  the acceptability of the SERVICES, conducted by the DEPARTMENT,  the CONSULTANT and the APPROVING PARTY, for the purposes of determining the completeness of the plans  and  their  presentation  and  for  documenting  the  requirements  necessary  to complete the final detailed construction contract plans and right-of-way plans.

 

1.28      FIXED FEE.  A negotiated dollar amount to cover profit and business expenses not paid for otherwise.

 

1.29      KEY PERSONNEL.   The CONSULTANT’S personnel specified in the STATEMENT OF INTEREST and in the AGREEMENT  who are considered essential to the SERVICES being performed.

 

1.30      LIAISON MANAGERS.   The duly authorized representatives of the DEPARTMENT and the CONSULTANT charged with the day-to-day administration of the terms of the AGREEMENT.  For most PROJECTS this will be the Project Manager.

 

1.31      NEGLIGENCE.   The OMISSION or neglect of reasonable precaution, care or action in accordance  with  that  degree  of  care  and  skill  ordinarily  exercised  under  similar conditions.

 

1.32      OMISSION.  A failure to provide professional SERVICES in accordance with that degree of care and skill ordinarily exercised under similar conditions whereby there is a failure to indicate on drawings, specifications or other products of professional SERVICES the requirement for a feature, system or equipment, which is necessary to the complete function of a PROJECT. This definition does not apply to Sections 2.62 and 2.63.

 

1.33      PS&E.  Plans, Specifications and Estimates for the PROJECT.

 

1.34      PHASE.   A portion of the SERVICES segregated in the AGREEMENT for sequencing purposes (i.e., such as a corridor report, design report or contract plans).

 

1.35      PROFESSIONAL   TRANSPORTATION    BULLETIN.       The     official    Notice             of                                                                                            the

DEPARTMENT’S need for Architectural/Engineering Professional SERVICES.

 

1.36      PROGRESS REPORT.  A comprehensive description submitted by the CONSULTANT, in a form and at intervals specified by the DEPARTMENT, comparing actual progress with scheduled progress.

 

1.37      PROJECT.  The proposed development which is the subject of the SERVICES stipulated in the AGREEMENT.  It may be comprised of one or more Design or CONSTRUCTION SECTIONS.

 

1.38      PROJECT SCHEDULE.    A  comprehensive  description  of  all  significant  SERVICES required of the CONSULTANT and of all actions required of the DEPARTMENT and Approving Parties by the obligations of the AGREEMENT, together with the durations and/or dates for performing these SERVICES and actions.

 

1.39      QUALITY ASSURANCE.   All those planned and systematic actions to provide adequate confidence that a structure, system, or component will perform satisfactorily in service.

 

1.40      QUALITY  CONTROL.    A system  for  maintaining  desired  standards  in  a product  or process, especially by inspecting samples of the product.

 

1.41      RECORD  DOCUMENTS.     The  documents  sealed  by  a  person,  duly  licensed  or registered in the appropriate category by the Department of Professional Regulation of the State of Illinois, will be the Documents of Record for the PROJECT.  Documents reproduced by any method shall not supersede the Document of Record.

 

1.42      SCOPE OF SERVICES.   All SERVICES and actions required of the CONSULTANT by the obligations of the AGREEMENT.

 

1.43      SERVICES.     SERVICES  provided  by  a  CONSULTANT  or  in  their  behalf  in  the performance of studies, surveys, assessments, evaluations, consultations, inspections, scheduling, sequencing, or training; and/or:

 

The preparation of reports, opinions, recommendations, permit applications, maps, drawings, designs, specifications, manuals, instructions, computer programs for designated systems, or review of construction change orders; or

 

The sampling, testing, monitoring, or QUALITY CONTROL necessary to perform any of the SERVICES listed above.

 

SERVICES do not include construction WORK.

 

1.44      SPECIFIC RATES OF COMPENSATION.        Specific    hourly    rates    at   which    the CONSULTANT is to be paid for each class of employee directly engaged in SERVICES. Such rates of pay include the CONSULTANT'S payroll, overhead and FIXED FEE.

 

1.45      STATEMENT OF INTEREST.  The CONSULTANT’S written communication expressing their          desire   to   be   considered   for   selection   of   SERVICES   advertised   in   the PROFESSIONAL TRANSPORTATION BULLETIN.

 

1.46      SUBCONSULTANT.    Any independent  professional  firm, person or organization  who, with the approval of the DEPARTMENT, performs a part of the SERVICES for the CONSULTANT.

 

1.47      SUPPLEMENTAL AGREEMENT.  An AGREEMENT modifying the existing AGREEMENT.

 

1.48      SUPPLEMENTAL SERVICES.   Identifiable but indeterminate SERVICES set forth in the AGREEMENT that are separate and distinct from those covered by the Prime AGREEMENT and which the DEPARTMENT has the option to authorize.

 

1.49      TS&L.  Bridge and structure "type", "size" and "location" drawings.

 

1.50      TOTAL AGREEMENT AMOUNT.             The       costs      of      all      SERVICES             including

SUBCONSULTANTS for a specific PHASE of an AGREEMENT.

 

1.51      UNIT OF WORK.  A measurement of WORK or SERVICES, such as Kilometers (miles) of  centerline  or  base  line,  meters  (feet)  of  borings,  geotechnical  or  sub-surface exploration testing and sampling, laboratory testing, and ground radar penetration.

 

1.52      UPPER LIMIT OF COMPENSATION.    The total COMPENSATION  in Actual  Cost and Direct Labor Multiple AGREEMENTS which cannot be exceeded without revising the AGREEMENT.

 

1.53      WORK.     Services, labor, materials, transportation  and equipment  necessary  for the construction of the PROJECT to be provided by a construction CONTRACTOR.  WORK includes  sole responsibility  for all construction  means, methods  and procedures  and construction site safety.

 

1.54      WORKING DAYS.   Total elapsed days with the exception of Saturdays, Sundays and

Holidays recognized by the DEPARTMENT.

 

1.55      TASK ORDER.  A written authorization by the DEPARTMENT to the CONSULTANT to proceed  with the SERVICES  for each separate  job issued  under  the miscellaneous TASK ORDER AGREEMENT.

 

SECTION 2

 

GENERAL CLAUSES AND COVENANTS

 

2.1          CONSULTANT OFFICE AN D PERSONNEL REQUIREMENTS

 

2.10      THE CONSULTANT OFFICE

If, in the judgment of the DEPARTMENT, the character of the SERVICES require that the CONSULTANT maintain an office within the vicinity of the PROJECT, the DEPARTMENT will so inform the CONSULTANT prior to completing the negotiation of the AGREEMENT.

 

2.11      ENDORSEMENT OF DOCUMENTS

The CONSULTANT  will endorse and seal all final draft reports, contract plans, maps, right-of-way plats, special provisions for construction contract documents and final cost estimates.  Such endorsements must be made by a person, duly licensed or registered in the appropriate category by the Department of Professional Regulation of the State of Illinois, being in the full-time employ of the CONSULTANT and responsible for the portion of the SERVICES for which license registration is required.  These sealed documents will serve as the RECORD DOCUMENTS for the SERVICES covered by the terms of the AGREEMENT.

 

2.12      QUALIFICATION OF PERSONNEL

a) The CONSULTANT shall employ only persons duly licensed or registered in the appropriate  category in responsible  charge of all elements of the SERVICES,  for which Illinois Statutes require license or registration, and further shall employ only well qualified persons in responsible charge of any elements of the SERVICES, all subject to DEPARTMENT approval.

 

b)  The CONSULTANT’S  KEY PERSONNEL  specified by name in the AGREEMENT shall be considered essential to the SERVICES being performed.  If, for any reason, substitution of a key person becomes necessary, the CONSULTANT shall provide advance written notification of the substitution to the BUREAU CHIEF.  Such written notification shall include the proposed successor’s name and resume of their qualifications.                           The  DEPARTMENT  shall  have  the  right  to approve  or reject  the proposed successor.

 

c)  The CONSULTANT shall report within 15 WORKING DAYS that a key person is no longer employed by the consultant and hence will no longer be available to perform SERVICES on the PROJECT.   The CONSULTANT  shall provide the successor’s name and resume expeditiously, but within 60 days of the key person no longer being available.

 

d)  The CONSULTANT’S failure to comply with this section may result in termination of the AGREEMENT and/or loss of prequalification.

 

2.13      QUALITY ASSURANCE AND QUALITY CONTROL (QA/QC) PLAN

The CONSULTANT’S QUALITY ASSURANCE and QUALITY CONTROL (QA/QC) Plan for this PROJECT was presented by the CONSULTANT during the negotiation process and was accepted  by the DEPARTMENT.    The CONSULTANT  must adhere  to this QA/QC Plan.  Failure to follow the QA/QC Plan could result in termination, changes to the prequalification status and the loss of all or part of the COMPENSATION associated with the QA/QC Plan.

 

The CONSULTANT will be required to indicate in writing that there was compliance with the approved plan.   The statement of compliance must be sent to the administrating district or office at each milestone submittal (preliminary plans, draft reports, soil report, drainage study, etc.)

 

This  statement  of  compliance  can  be  in  a  form  of  an  additional  statement  in  the transmittal letter when submitting the preliminary plans or draft report to the DEPARTMENT.   However, the final statement of compliance shall be on the form prescribed by the DEPARTMENT.

 

The QA/QC Plan may be modified by the CONSULTANT.  Written acceptance of this modified QA/QC Plan must be signed by the DEPARTMENT’S LIAISON MANAGER.

 

2.14      EMPLOYMENT OF THE DEPARTMENT'S PERSONNEL

The CONSULTANT will not employ any person or persons currently employed by the DEPARTMENT for any SERVICES required by the terms of the AGREEMENT without the written permission of the DEPARTMENT.

 

2.15      COVENANT AGAINST CONTINGENT FEES

The CONSULTANT warrants that they have not employed or retained any company or person other than a bona fide employee working solely for the CONSULTANT to solicit or secure the AGREEMENT, and that they have not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of the AGREEMENT.  For breach or violation of their warranty,  the DEPARTMENT  shall have the right to annul the AGREEMENT  without liability or, in its discretion, to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

 

2.16      COVENANT OF INTEREST

The CONSULTANT covenants that they have no public or private interest and shall not acquire directly or indirectly any such interest which would conflict in any manner with the performance of their SERVICES under the AGREEMENT.

 

2.17      CONTINUING OBLIGATION

The CONSULTANT agrees that if, because of death or any other occurrence, it becomes impossible for any principal or principals of the CONSULTANT to render the SERVICES set forth in the AGREEMENT, neither the CONSULTANT nor the surviving principals shall be relieved of their obligations to complete performance thereunder.  However, in such an occurrence, the DEPARTMENT at its own option may terminate the AGREEMENT if it is not furnished competent evidence that the SERVICES can still be acceptably finished as scheduled.

 

2.2          SERVICE REQUIREMENTS

 

2.20      AUTHORIZATION AND APPROVAL

SERVICES to be performed by the CONSULTANT under the AGREEMENT shall begin within five days after date of AUTHORITY TO PROCEED.   The DEPARTMENT is not liable and will not pay the CONSULTANT for any SERVICES performed prior to the date of AUTHORITY TO PROCEED.

 

2.21      PROGRESS REPORTS AND ADJUSTMENTS TO PROJECT SCHEDULE

a)  The   CONSULTANT   and   the   DEPARTMENT   agree   to   meet   the   PROJECT SCHEDULE in the AGREEMENT.  Timeliness in meeting the PROJECT SCHEDULE is a factor that will be considered in the CONSULTANT’S performance rating.  An unfavorable performance rating is a penalty that will be reflected when future assignments are being considered.

 

b)  On preliminary engineering PROJECTS, the CONSULTANT will submit a monthly PROGRESS  REPORT  to  the  DEPARTMENT  by  the  tenth  day  of  each  month, showing progress to the first day of the month in comparison to the PROJECT SCHEDULE in the format required by the DEPARTMENT.  However, if agreed to by the CONSULTANT and the LIAISON MANAGER, the PROGRESS REPORT may be submitted on a four (4) week cycle rather than a monthly cycle.  The PROGRESS REPORT shall show scheduled periods for each of the elements of the CONSULTANT'S  SERVICES.   Prior to starting the SERVICES, the CONSULTANT shall agree with the DEPARTMENT on the percentage that each SERVICE element is of the whole.  PROGRESS REPORTS will include a statement summarizing the SERVICES performed during the Report period and an outline of the SERVICE expected to be performed during the following period.

 

On  construction   engineering   PROJECTS,   the  PROJECT   SCHEDULE   is  the construction contract schedule and PROGRESS REPORTS are not necessary.

 

c)  The CONSULTANT  may be required to meet with DEPARTMENT staff on a monthly or bi-monthly basis to discuss the progress of SERVICES  accomplished to date and the proposed  direction  the  study  will  take  the  following months.   A monthly

or bi-monthly progress meeting can be canceled  by notification from the DEPARTMENT.

 

d)  In the event of delays due to unforeseeable causes beyond the control of and without fault or negligence of the CONSULTANT (such as acts of God or a public enemy, acts of the DEPARTMENT or APPROVING PARTY not resulting from the CONSULTANT'S unacceptable SERVICES, fire, strikes, flood and the like) no claim for DAMAGES shall be made by either party.  The anticipated date of completion of the   SERVICES,   including   review   time   (if  applicable),   will   be   stated   in  the AGREEMENT.                            Termination  of the AGREEMENT  or adjustment of the fee for the remaining SERVICES  may be requested by either party if overall delay from only these  unforeseeable  causes  prevents  completion  of  the  SERVICES  within  six months after this specified completion date.

 

The request for an adjustment must be made in writing after the six months have elapsed, and only the SERVICES remaining at that time, shall be adjusted.

e) If delays occur due to any cause preventing compliance with the PROJECT SCHEDULE,  the CONSULTANT,  except on construction  engineering  PROJECTS, shall apply in writing to the DEPARTMENT for an extension of time.  If approved, the PROJECT SCHEDULE shall be revised accordingly.   Such extension of time of completion shall in no way be construed to operate as a waiver on the part of the DEPARTMENT of any of its rights in the AGREEMENT.

 

2.22      RELATIONSHIP WITH OTHERS

The CONSULTANT shall cooperate fully with the DEPARTMENT, CONSULTANTS on adjacent   PROJECTS,   municipalities   and  local   government   officials,   public   utility companies and others as may be directed by the DEPARTMENT.   These shall include attendance at meetings, discussions and hearings as requested by the DEPARTMENT. The FHWA shall have access to the SERVICES and shall be furnished information as their interests may require.

 

2.23      RIGHT TO ENTER

In accordance with DEPARTMENT practices, the CONSULTANT will notify all property owners of intent to enter for subsurface utility engineering, subsurface investigations, surveys, or field investigations and will furnish a detailed record of all such contacts to the DEPARTMENT on a monthly basis.  If owners cannot be found, the occupant will be notified.    The DEPARTMENT will supply requested documents identifying the CONSULTANT as the DEPARTMENT'S agent.  If the property owner or occupant denies the CONSULTANT permission to enter or if neither can be found, such incident will be reported to the DEPARTMENT.   The DEPARTMENT will initiate necessary procedures after receipt of such report.

 

2.24      SUBLETTING, ASSIGNMENT OR TRANSFER

a)  Neither this AGREEMENT nor any portion of the SERVICES under the AGREEMENT shall be sublet, sold, transferred, assigned or otherwise disposed of to other firms or successors in interest except with prior written consent of the DEPARTMENT.   The DEPARTMENT’S  written consent shall in no way relieve the CONSULTANT  from their primary responsibility for the performance and accuracy of the SERVICES. Subcontracting  more  than  50%  of the SERVICES  will not be allowed,  except  in special cases where it can be justified.

 

b) SUBCONSULTANTS must be prequalified in accordance with the DEPARTMENT requirements.  For specialized SERVICES that are required but which do not fall into the areas of prequalification of the DEPARTMENT,  a non-prequalified  firm may be used with DEPARTMENT approval.

 

c)  A  copy   of  the  signed   and  dated   subagreement   must   be  furnished   to  the DEPARTMENT  and approved  before any payments  will be made to the CONSULTANT for SUBCONSULTANT SERVICES.

 

d)  The DEPARTMENT will not reimburse the CONSULTANT any amount in excess of their  actual  payments  to  the  SUBCONSULTANT   made  within  the  limits  and provisions           of   the   subagreement    approved   by   the   DEPARTMENT.       The CONSULTANT'S costs for administering and supervising the SUBCONSULTANT’S SERVICES  are  eligible  for  payment  but  no  profit  to  the  CONSULTANT  will  be permitted on the cost of the SUBCONSULTANT.

e)  No DEPARTMENT approval of the subagreement will be necessary to employ an individual professional specialist on a per diem basis or to utilize nonprofessional SERVICES   such  as  reproductions,   printing,  scale  models  and  other  routine SERVICES normally performed or provided by others, provided that payment for such SERVICES is already included in the COMPENSATION.

 

f)     The   CONSULTANT    will   include    clauses    in   its   subagreement    with   any SUBCONSULTANT that stipulates that the SERVICES under the AGREEMENT shall not be sublet, sold, transferred,  assigned or otherwise disposed of to other firms except with prior written consent of the DEPARTMENT.

 

2.25      PUBLIC UTILITIES

a)  Where facilities of utility companies, other than railroads, require rearrangement in connection with the proposed construction, the CONSULTANT shall make the necessary contacts and confer with the owners regarding the requisite revisions in their facilities, apprising the DEPARTMENT of the results of all such contacts.  The CONSULTANT'S contacts with railroads shall be made only through the DISTRICT ENGINEER.

 

b)  The CONSULTANT shall make no commitments binding upon the DEPARTMENT.

The DEPARTMENT will conduct all negotiations with utilities and railroads.   The CONSULTANT will participate in such negotiations when requested by the DEPARTMENT.

 

c)  These provisions do not apply to construction engineering SERVICES.

 

2.26      ACCURACY OF PROFESSIONAL    SERVICES    AND     PROFESSIONAL                                                             LIABILITY INSURANCE

a)  The CONSULTANT and DEPARTMENT agree to work together on a basis of trust, good faith and fair dealing to achieve the intent of this AGREEMENT.  Each party shall take such actions that are reasonably necessary to enable the accurate completion of the professional SERVICES and other obligations provided for under this AGREEMENT as intended in a timely, efficient and economical manner.

 

b)  The CONSULTANT will guard against ERRORS and OMISSIONS in the performance of the professional  SERVICES under this AGREEMENT.   The CONSULTANT  will apply appropriate care to the performance of the professional SERVICES and the preparation of all SERVICE products called for in this AGREEMENT, including but not limited to, plans and drawings, contract documents and other instruments to be furnished in the course of performance of the SERVICES.  The CONSULTANT shall be  governed  by  that  degree  of  care,  knowledge,  skill,  and  diligence  that  other reputable members of the engineering profession would ordinarily exercise under like circumstances within the State of Illinois.  The CONSULTANT will be responsible to the DEPARTMENT for DAMAGES, arising from ERRORS and OMISSIONS caused by the CONSULTANT’S NEGLIGENCE in the performance of the professional SERVICES and preparation of SERVICE products under this AGREEMENT.   When agreed,  the  CONSULTANT  will  be  liable  for  special  or  consequential  damages defined in the AGREEMENT.

 

 

 

 

c)  Acceptance of the SERVICES will not relieve the CONSULTANT of the responsibility for subsequent correction of any such ERRORS, OMISSIONS, and/or negligent acts or of his/her liability for loss or damage resulting therefrom.  In the event any dispute

or claim, related to construction or the construction contracts, should arise between any of the parties to this AGREEMENT,  each party agrees to exercise good faith efforts to resolve the matter fairly, amicably and in a timely manner.

 

d)  This  AGREEMENT  shall  continue  as  an  open  CONTRACT  and  the  obligations created herein shall remain in full force and effect until the completion of construction or  any  PHASE  of  professional  SERVICES  performed  by  others  based  upon SERVICES or SERVICE product provided by the CONSULTANT.   All obligations of the CONSULTANT accepted under this AGREEMENT shall cease if construction or subsequent professional SERVICES are not commenced within 5 years after final delivery of professional SERVICES or work product pursuant to this AGREEMENT.

 

e) At any time during construction or during any PHASE of professional SERVICES performed by others based on SERVICES or SERVICE product provided by the CONSULTANT,  the CONSULTANT  will confer with the DEPARTMENT  and others upon  request  for  the  purpose  of  interpretation  or  providing  clarification  of  the SERVICES or work product provided by the CONSULTANT.

 

f)     The  DEPARTMENT  will  notify  the  CONSULTANT  of any  ERROR  or OMISSION believed by the DEPARTMENT to be caused by the NEGLIGENCE of the CONSULTANT as soon as practicable after discovery.  Notification may be given by the   most   practical   means   deemed   suitable   by   the   DEPARTMENT.      The CONSULTANT will designate and keep current the name of an individual with proper address  and  telephone  number  for  purposes  of  notification  hereunder.     The notification  will advise  the CONSULTANT  of the nature  of the matter,  the action sought from the CONSULTANT and the time constraints required for response.  The CONSULTANT  agrees to contact the DEPARTMENT  promptly in accordance with the time constraints contained in the notification, to undertake necessary construction site visits and inspections, to dispatch personnel to appropriate DEPARTMENT office locations for resolution purposes, and to complete all corrective work necessary to resolve the matter notwithstanding any disagreement or dispute as to NEGLIGENCE. In the event it is later determined that the CONSULTANT was not negligent, the CONSULTANT will be compensated for additional services performed in accordance with the payment provisions of this AGREEMENT.  The DEPARTMENT reserves the right to take immediate action to remedy any ERROR or OMISSION if notification is not  successful;  if  the  CONSULTANT  fails  to  respond  to  a  notification;  or  if  the conditions created by the ERROR or OMISSION are in need of urgent correction to avoid accumulation of additional construction costs or damage to state property and reasonable notice is not practicable.

 

g)  Any  dispute  in  the  interpretation  of  the  provisions  of  the  AGREEMENT  or  the damages accessed due to Consultant ERRORS OR OMISSIONS shall be settled through negotiation between the LIAISON MANAGERS of the signatory parties.  If they cannot agree, the dispute will be referred through proper administrative channels to the DEPARTMENT.   The DEPARTMENT shall decide all claims, questions and disputes and the decision shall be final. The DEPARTMENT may request the Consultant firm file a claim for adjudication by the Court of Claims within 60 days after the date of the written response. This shall not be construed to abrogate the CONSULTANT'S rights under the law.

 

h)  Professional Liability Insurance.  This policy will provide coverage for all claims  the CONSULTANT shall become legally obligated to pay resulting from any negligent act, ERROR or OMISSION related to CONSULTANT’S professional SERVICES required under this AGREEMENT.

Construction  Cost  under  $1,000,000,  (Preliminary  Engineering  Cost  less  than

$100,000),

$250,000 per occurrence

$250,000 aggregate

 

Construction  Cost  under  $10,000,000,  (Preliminary  Engineering  Cost  less  than

$1,000,000)

$500,000 per occurrence

$1,000,000 aggregate

 

Construction Cost over $10,000,000, (Preliminary Engineering Cost over $1,000,000)

$1,000,000 per occurrence

$2,000,000 aggregate

 

 

 

2.27      POLICIES AND PROCEDURES

a)  The CONSULTANT shall perform the SERVICES required under the AGREEMENT in accordance with the policies and procedures of the publications listed below, in effect at the time of the AGREEMENT.   In case of conflict in the references, the CONSULTANT shall identify them to the DEPARTMENT and follow the instructions furnished by the DEPARTMENT.

 

b)  DEPARTMENT'S PUBLICATIONS: (1) General

Design and Environment Manual

Design Memorandums

Bureau of Location and Environment Procedures Memorandum Bureau of Design and Environment Procedures Memorandum Bureau of Design and Environment Technical Environmental Memorandum

 

(2) Access Control/Access Management

BDE Manual Chapter 35

Policy on Permits for Access Driveways to State Highways Policy on Permits for Low Volume

Access Driveways to State Highways

 

(3) Bridges and Structures

BBS-1 Bridge Manual

BBS-2 Geotechnical Manual

BBS-3 Prestressed Concrete Manual

BBS-4 Culvert Design Manual

BBS-5 Sign Structure Manual

BBS-6 Illinois Highway Drainage Policy

BBS-7 Drainage Manual

Structural Services Manual

 

(4) Environmental

Policy on the Design & Environment Manual

BDE Manual Part III

LEN-3      Policy on Borrow/Use Areas

LEN-4      Policy on Traffic Noise & Vibration Manual

LEN-5      Policy on Preservation of Archaeological & Other Objects of

Antiquity

LEN-6      Policy on Socio-Economic Impact Assessment Manual

LEN-7      Policy on Ecological & Natural Resources Manual

LEN-8      Policy on Air Quality Manual

LEN-9      Policy on Water Quality Manual

LEN-10   Processing Access Control Revisions for Freeways on the State

Highway System

LEN-11   Contacting the Corps of Engineers for Dredging, Filling, & Other

Work in Water in the U.S.

LEN-12   Coordination of Environmental Resource Surveys & Studies

LEN-13   Policy on Identifying & Responding to Hazardous Substances, Hazardous Waste & Special Wastes in Highway Project Development

LEN-14   Policy on Removal and Replacement of Trees

 

(5) Highway Construction

DES-6      Standard Specifications For Road & Bridge Construction

DES-7      Highway Standards DES-10   Coded Pay Items Book DES-13   Computer Aided Drafting

 

CON-1 Construction Manual

 

TRA-1      Traffic Control through Construction and Maintenance Work

Zones

TRA-11   Standard Specification for Road and Bridge Construction

TRA-10   Illinois Manual of Uniform Traffic Control Devices

 

LAC-1      Land Acquisition Policies and Procedures

 

MAT-5     Manual of Instructions for Bituminous Proportioning and Testing

MAT-6     Manual for Aggregate Inspection

MAT-8     Manual of Instructions for Concrete Proportioning and Testing

MAT-10  Highway Subgrade Stability Manual

MAT-13  Manual of Test Procedures for Material

Policy on the Accommodation of Utilities on Right of Way of the

State              Highway System

 

(6) Other Directives current at the time of the AGREEMENT and made available to the CONSULTANT.

 

c)  FHWA'S PUBLICATIONS  - All applicable portions of the Federal-Aid  Policy Guide including:

 

(1) Chapter     I,     Subchapter     H,     Part     771     (Right-of-Way     and                  Environment) Environmental Impact and Related Procedures.

 

(2) Chapter I, Subchapter H, Part 772 (Right-of-Way and Environment) Procedures for Abatement of Highway Traffic Noise and Construction Noise.

 

(3) Chapter I, Subchapter H, Parts 710, 712, 740 (Right-of-Way and Environment) Right-of-Way General, The Acquisition Function, Relocation Assistance.

 

(4) Chapter  I,  Subchapter  B,  Part  172  (Payment  Procedures)  Administration  of

Engineering and Design Related Service Contracts.

(5) Chapter I, Subchapter G, Part 625 (Engineering and Traffic Operations) Design

Standards for Highways.

 

(6) Chapter   I,  Subchapter   G,  Part  630,  Subpart   B  (Engineering   and  Traffic

Operations) Plans, Specifications, and Estimates.

 

(7) Chapter I, Subchapter G, Part 650 (Engineering and Traffic Operations) Bridges, Structures, and Hydraulics.

 

(8) Chapter   I,  Subchapter   G,  Part  650,  Subpart   A  (Engineering   and  Traffic

Operations) Location and Hydraulic Design of Encroachments on Flood Plains. d)  OTHER PUBLICATIONS

(1) The  AASHTO  Standards,  Policies  and  Guides  and  other  Standards  listed  in

FAPG, Transmittal 1, Chapter 1, Subchapter G, Part 625.

 

(2) Reference Guide Outline, Specifications  for Aerial Surveys and Mapping by Photogrammetric Methods for Highways, prepared by the American Society of Photogrammetry.

 

2.28      REVIEWS AND ACCEPTANCES

SERVICES performed by the CONSULTANT shall be subject to review and acceptance in stages as required by the DEPARTMENT.   The DEPARTMENT reserves the right to review and to accept on the part of FHWA and other affected public agencies, railroads and utilities insofar as the interest of each is concerned.  Acceptance shall not relieve the CONSULTANT of their professional obligation to correct at their expense any ERROR, OMISSIONS and/or negligent acts in their SERVICES or of their liability for the losses resulting therefrom as set forth in Section 2.26.

 

2.29      REVISIONS OF PLANS, SPECIFICATIONS OR ESTIMATES

a) The DEPARTMENT  may, upon written notice and without invalidating  the AGREEMENT,   require   changes   resulting   in  the  revision   or  abandonment   of SERVICES already performed by the CONSULTANT or require other elements of SERVICE not originally contemplated and for which full COMPENSATION is not provided in any portion of the AGREEMENT.

 

b)  The value of such changes, to the extent not reflected in other COMPENSATION to the CONSULTANT, shall be determined by the contracting and approving parties in accordance with methods of payment set forth in the AGREEMENT, and the COMPENSATION shall be adjusted accordingly.  The DEPARTMENT is not obligated to  pay  the  CONSULTANT   for  SERVICES   performed   on  CHANGES   prior  to authorization by the BUREAU CHIEF.

 

2.30      CADD FILES

MicroStation TM by Bentley Systems, Incorporated is the DEPARTMENT’S standard software for Computer Aided Drafting and Design (CADD).  It is required that all files be in MicroStation format when delivered with contracted CONSULTANT files.   All files received are required to function in the MicroStation environment without need for post- processing or any adjustments.  Any supporting resource files or libraries shall be noted and provided with the submission of CADD documents.  Refer to the IDOT Internet web site (http://www.dot.state.il.us) and the PROFESSIONAL TRANSPORTATION BULLETIN for the current software and file versions to use for documents.

Geopak TM software by GEOPAK Corporation is the DEPARTMENT’S required standard for automated roadway design.

 

2.4        LEGAL OBLIGATIONS

 

2.40      COMPLIANCE WITH STATE AND OTHER LAWS

The CONSULTANT shall at all times observe and comply with all Federal and State laws, local laws, orders, ordinances and regulations which in any manner affect the conduct of SERVICES, or which may have an affect over the PROJECT.  The CONSULTANT shall indemnify and save harmless the State and all of its officers, agents, employees and servants against any claim or liability arising from or based on the breach of such law, ordinance,  regulation,  order, whether by the CONSULTANT  or anyone subject to the control of the CONSULTANT.  A new law change may cause an increase in the cost and result in a SUPPLEMENTAL AGREEMENT.

 

The  assurances  hereinafter  made  by  the  CONSULTANT  are  each  a material representation of fact upon which reliance is placed  by the  DEPARTMENT  in entering into this CONTRACT.    The  DEPARTMENT  may terminate the CONTRACT if it is later determined that the CONSULTANT rendered a false or erroneous assurance.

 

2.41      FELONS.

Section 50-10 of the Illinois Procurement Code provides that unless otherwise provided, no person or business convicted of a felony shall do business with the State of Illinois or any state agency from the date of conviction until 5 years after the date of completion of the sentence for that felony, unless no person held responsible by a prosecutorial office for the facts upon which the conviction was based continues to have any involvement with the business. The CONSULTANT certifies that the award and/or execution of this CONTRACT would not cause any violation of Section 50-10 of the Code.

 

2.42      CONFLICTS OF INTEREST.

Section 50-13 of the Illinois Procurement Code provides that: (a) it is unlawful for any person holding an elective office in this State, holding a seat in the General Assembly, or appointed to or employed in any of the offices or agencies of state government and who receives COMPENSATION for such employment in excess of 60% of the salary of the Governor  of  the  State  of  Illinois,  or  who  is  an  officer  or  employee  of  the  Capital Development Board or the Illinois Toll Highway Authority, or who is the spouse or minor child of any such person to have or acquire any contract, or any direct pecuniary interest in  any  contract  therein,  whether  for  stationery,  printing,  paper,  or  any  SERVICES, materials, or supplies, that will be wholly or partially satisfied by the payment of funds appropriated by the General Assembly of the State of Illinois or in any contract of the Capital Development Board or the Illinois Toll Highway Authority; (b) that it is unlawful for any  firm,  partnership,  association,  or  corporation,  in  which  any  person  listed  in subsection (a) is entitled to receive: (i) more than 7 1/2% of the total distributable income or (ii) an amount in excess of the salary of the Governor, to have or acquire any such contract or direct pecuniary interest therein; (c) that it is unlawful for any firm, partnership, association, or corporation, in which any person listed in subsection (a) together with his or her spouse or minor children is entitled to receive (i) more than 15%, in the aggregate, of the total distributable income or (ii) an amount in excess of 2 times the salary of the Governor, to have or acquire any such contract or direct pecuniary interest therein.

 

Nothing in this Section invalidates the provisions of any bond or other security previously offered or to be offered for sale or sold by or for the State of Illinois.

 

This Section does not affect the validity of any contract made between the State and an officer or employee of the State or member of the General Assembly, his or her spouse,

minor child or any combination of those persons if that contract was in existence before his or her election or employment as an officer, member, or employee.  The contract is voidable, however, if it cannot be completed within 365 days after the officer, member, or employee takes office or is employed.

 

The CONSULTANT certifies that the award and/or execution of this CONTRACT would not cause any violation of Section 50-13 of the Code, or that an effective exemption has been issued by the Board of Ethics to any individual subject to the Section 50-13 prohibitions pursuant to the provisions of Section 50-20 of the Code and Executive Order Number 3 (1998).  Information concerning the exemption process is available from the DEPARTMENT upon request.

 

2.43      NEGOTIATIONS.

Section 50-15 of the Illinois Procurement Code provides, in pertinent part that: (a) it is unlawful for any person employed in or on a continual contractual relationship with any of the officers or agencies of State government to participate in contract negotiations on behalf of that office or agency with any firm, partnership, association, or corporation with whom that person has a contract for future employment or is negotiating concerning possible future employment. CONSULTANT certifies that the award and/or execution of this CONTRACT would not cause any violation of Section 50-15, and that CONSULTANT has no knowledge of any facts relevant to the kind of acts prohibited by Section 50-15.

 

2.44      INDUCEMENTS.

Section 50-25 of the Illinois Procurement Code provides that any person who offers or pays any money or other valuable thing to any person to induce him or her not to bid on a State contract is guilty of a Class 4 felony.  Any person who accepts any money or other valuable thing for not bidding on a State contract or who withholds a bid in consideration of the promise for the payment of money or other valuable thing is guilty of a Class 4 felony.  CONSULTANT  certifies  that  the  award  and/or  execution  of this  CONTRACT would not cause any violation of Section 50-25 of the Code, and that the CONSULTANT has no knowledge of any facts relevant to the kind of acts prohibited by Section 50-25.

 

2.45      REVOLVING DOOR PROHIBITION.

Section 50-30 of the Illinois Procurement Code provides that Chief procurement officers, associate  procurement  officers,  State  purchasing  officers,  their  designees  whose principal  duties  are  directly  related  to  State  procurement,  and  executive  officers confirmed by the Senate are expressly prohibited for a period of 2 years after terminating an affected  position  from  engaging  in any  procurement  activity  relating  to the State agency most recently employing them in an affected position for a period of at least 6 months.  The prohibition includes but is not limited to: lobbying the procurement process; specifying; bidding; proposing bid, proposal, or contract documents; on their own behalf or on behalf of any firm, partnership, association, or corporation.   This Section applies only to those persons who terminate an affected position on or after January 15, 1999. CONSULTANT certifies that the award and/or execution of this CONTRACT would not cause any violation of Section 50-30 of the Code, and that CONSULTANT has no knowledge of any facts relevant to the kinds of acts prohibited therein.

 

2.46      DISCLOSURE.

Section 50-35 of the Illinois Procurement  Code provides  that all offers of more than

$10,000 shall be accompanied by disclosure of the financial interests of the offeror.  This disclosed information for the successful offeror, will be maintained as public information subject to release pursuant to the Freedom of Information Act.

 

The financial interests to be disclosed  shall include ownership  or distributive  income share that is in excess of 5.0% or an amount greater than 60% of the annual salary of the

Governor, of the offering entity or its parent entity, whichever is less, unless the offeror is a publicly traded entity subject to Federal 10K reporting, in which case it may submit its

10K disclosure in place of the prescribed disclosure.   The disclosure shall include the names,  addresses,  and  dollar  or  proportionate  share  of  ownership  of  each  person making the disclosure, their instrument of ownership or beneficial relationship, and notice of any potential  conflict of interest  resulting  from the current ownership  or beneficial interest of each person making the disclosure having any of the relationships identified in Section  50-35  and  on  the  disclosure  form  found  on  the  website  at: http://www.dot.state.il.us

 

In  addition,  all  disclosures  shall  indicate  any  other  current  or  pending  contracts, proposals, leases, or other ongoing procurement relationships the offering entity has with any other unit of state government and shall clearly identify the unit and the contract proposal, lease, or other relationship.

 

2.47      REPORTING ANTI-COMPETITIVE PRACTICES.

Section 50-40 of the Illinois Procurement Code provides that when, for any reason, any vendor, bidder, CONSULTANT, chief procurement officer, State purchasing officer, designee, elected official, or State employee suspects collusion or other anti-competitive practice among any bidders, offerors, CONSULTANTS, proposers, or employees of the State, a notice of the relevant facts shall be transmitted to the Attorney General and the chief procurement officer.  CONSULTANT certifies that CONSULTANT has not failed to report any relevant facts concerning the practices addressed in Section 50-40 which may involve this CONTRACT and any bid submitted thereon.

 

2.48      CONFIDENTIALITY.

Section  50-45 of the Illinois  Procurement  Code provides  that any chief procurement officer,  State  purchasing  officer,  designee,  or executive  officer  who  willfully  uses  or allows the use of specifications, competitive bid documents, proprietary competitive information, proposals, contracts, or selection information to compromise the fairness or integrity of the procurement, bidding, or contract process shall be subject to immediate dismissal, regardless of the Personnel code, any contract, or any collective bargaining AGREEMENT, and may in addition be subject to criminal prosecution.   CONSULTANT certifies that CONSULTANT has no knowledge of any fact relevant to the practices addressed in Section 50-45 which may involve this CONTRACT and any bid submitted thereon.

 

 

 

 

2.49      INSIDER INFORMATION.

Section 50-50 of the Illinois Procurement Code provides that it is unlawful for any current or  former  elected  or  appointed  State  official  or  State  employee  to  knowingly  use confidential information available only by virtue of that office or employment for actual or anticipated gain for themselves or another person.   CONSULTANT certifies that CONSULTANT  has no knowledge  of any fact relevant to the practices  addressed  in Section 50-50 which may involve this CONTRACT and any bid submitted thereon.

 

2.50      BRIBERY.

Section 50-5 of the Illinois Procurement Code provides that: (a) no person or business shall be awarded a contract or subcontract under this Code who:  (1) has been convicted under the laws of Illinois or any other state of bribery or attempting to bribe an officer or employee of the State of Illinois or any other state in that officer’s or employee’s official capacity; or (2) has made an admission of guilt of that conduct that is a matter of record but has not been prosecuted for that conduct.

No business shall be barred from contracting with any unit of State or local government as a result of a conviction under this Section of any employee or agent of the business if the employee or agent is no longer employed by the business, and:  (1) the business has been finally adjudicated not guilty; or (2) the business demonstrates to the governmental entity with which it seeks to contract, and that entity finds that the commission of the offense was not authorized, requested, commanded, or performed by a director, officer, or high managerial agent on behalf of the business as provided in paragraph (2) of subsection (a) of Section 5-4 of the Criminal Code of 1961.

 

For  purposes  of  this  Section,  when  an  official,  agent,  or  employee  of  a  business committed the bribery or attempted bribery on behalf of the business and in accordance with the direction or authorization of a responsible official of the business, the business shall be chargeable with the conduct.

 

Every bid submitted to and contract executed by the State shall contain a certification by the CONSULTANT that the CONSULTANT is not barred from being awarded a contract or subcontract under this Section.  A CONSULTANT who makes a false statement, material to the certification, commits a Class 3 felony.  The CONSULTANT certifies that CONSULTANT is not barred from being awarded a contract under Section 50-5.

 

2.51      EDUCATIONAL LOAN.

The Educational Loan Default Act provides that no State agency shall contract with an individual for goods or SERVICES if that individual is in default, as defined by Section 2 of this Act, on an educational loan.  Any contract used by a State agency shall include a statement certifying that the individual is not in default on an educational loan as provided in this Section.   The CONSULTANT, if an individual as opposed to a corporation, partnership, or other form of business organization, certifies that CONSULTANT is not in default on an educational loan as provided in Section 3 of the Act.

 

2.52      BID RIGGING/BID ROTATING.

Section 33E-11 of the Criminal Code of 1961 provides:  (a) that every bid submitted to and  public  contract  executed  pursuant  to  such  bid  by  the  State  or  a  unit  of  local government shall contain a certification by the prime CONSULTANT that that the prime CONSULTANT is not barred from contracting with any unit of State or local government as a result of a violation of either Section 33E-3 or 33E-4 of the Code.  The state and units of local government shall provide appropriate forms for such certification.

 

A CONSULTANT who makes a false statement, material to the certification, commits a

Class 3 felony.

 

A violation of Section 33E-3 would be represented by a conviction of the crime of bid- rigging  which,  in  addition  to  Class  3  felony  sentencing,  provides  that  any  person convicted of this offense or any similar offense of any state or the United States which contains the same elements as this offense shall be barred for 5 years from the date of conviction from contracting with any unit of State or local government.   No corporation shall be barred from contracting with any unit of State or local government as a result of a conviction  under  this  Section  of  any  employee  or  agent  of  such  corporation  if  the employee so convicted is no longer employed by the corporation, and: (1) it has been finally adjudicated not guilty, or (2) if it demonstrates to the governmental entity with which it seeks to contract and that entity finds that the commission of the offense was neither authorized, requested, commanded, nor performed by a director, officer, or a high managerial agent on behalf of the corporation.

 

A violation of Section 33E-4 would be represented by a conviction of the crime of bid- rotating  which,  in  addition  to  Class  2  felony  sentencing,  provides  that  any  person

convicted of this offense or any similar offense of any state or the United States which contains  the  same  elements  as  this  offense  shall  be  permanently   barred  from contracting with any unit of State or local government.   No corporation shall be barred from contracting with any unit of State or local government as a result of a conviction under this Section of any employee or agent of such corporation if the employee so convicted is no longer employed by the corporation and: (1) it has been finally adjudicated not guilty, or (2) if it demonstrates  to the governmental  entity with which it seeks to contract and that entity finds that the commission of the offense was neither authorized, requested, commanded, nor performed by a director, officer, or a high managerial agent on behalf of the corporation.

 

The CONSULTANT certifies that the CONSULTANT is not barred from contracting with the DEPARTMENT by reason of a violation of either Section 33E-3 or Section 33E-4.

 

2.53      INTERNATIONAL ANTI-BOYCOTT.

Section 5 of the International Anti-Boycott Certification Act provides that every contract entered into by the State of Illinois for the manufacture, furnishing, or purchasing of supplies, material, or equipment or for the furnishing of WORK, labor, or SERVICES, in an amount exceeding the threshold for small purchases according to the purchasing laws of this State or $10,000, whichever is less, shall contain certification, as a material condition of the contract, by which the CONSULTANT agrees that neither the CONSULTANT nor any substantially-owned affiliated company is participating or shall participate in an international boycott in violation of the provisions of the U.S. Export Administration Act of 1979 or the regulations of the U.S. DEPARTMENT of Commerce promulgated  under  that  Act.  The  CONSULTANT  makes  the  certification  set forth  in Section 5 of the Act.

 

2.54      DRUG FREE WORKPLACE.

The Illinois Drug Free Workplace Act applies to this CONTRACT and it is necessary to comply with the provisions of the Act if the CONSULTANT is a corporation, partnership, or other entity (including a sole proprietorship) which has 25 or more employees.

 

The CONSULTANT certifies that if awarded a CONTRACT in excess of $5,000 it will provide a drug free workplace by:  (a)  Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance,   including   cannabis,   is   prohibited   in   the   CONSULTANT’S   workplace; specifying  the  actions  that  will  be  taken  against  employees  for  violations  of  such prohibition; and notifying the employee that, as a condition of employment on such CONTRACT, the employee shall abide by the terms of the statement, and notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction;  (b) Establishing a drug free awareness program to inform employees about the dangers of drug abuse in the workplace; the CONSULTANT’S policy of maintaining a drug free workplace; any available drug counseling,  rehabilitation,  and employee  assistance  programs;  and the penalties  that may  be  imposed  upon  employees  for  drug  violations;    (c)  Providing  a copy  of  the statement required by subparagraph (a) to each employee engaged in the performance of the CONTRACT and to post the statement in a prominent place in the workplace; (d) Notifying the DEPARTMENT within ten (10) days after receiving notice from an employee or otherwise receiving actual notice of the conviction of an employee for a violation of any criminal drug statute occurring in the workplace;   (e) Imposing or requiring, within thirty (30) days after receiving such notice from an employee of a conviction or actual notice of such a conviction, an appropriate personnel action, up to and including termination, or the satisfactory  participation  in a drug abuse assistance  program approved by a federal, state, or local health, law enforcement, or other appropriate agency;   (f) Assisting employees in selecting a course of action in the event drug counseling, treatment, and

rehabilitation is required and indicating that a trained referral team is in place;  (g)  Making a good faith effort to continue to maintain a drug free workplace through implementation of the actions and efforts stated in this certification.

 

2.55      CERTIFICATION REGARDING LOBBYING.

CONSULTANT certifies compliance with Section 319 of Public Law 101-102 covering government-wide  restrictions on lobbying, which provides that no federal appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influence or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into a cooperative agreement and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

 

CONSULTANT  further certifies that if any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of  Congress  or  an  employee  of  a  Member  of  Congress  in  connection  with  this CONTRACT, grant, loan, or cooperative agreement, the CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.

 

This certification  is a material representation  of fact upon which reliance was placed when the transaction was made or entered into.  Submission of this certification is a prerequisite to making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code.  Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

 

The CONSULTANT also agrees that CONSULTANT shall require that the language of this certification will be included in all lower tier subcontracts and that all subcontractors, will certify and disclose accordingly.

 

2.56      CONTROL OF PROPERTY.

CONSULTANT  certifies  that  the  control,  utilization,  and  disposition  of  property  or equipment acquired using federal funds is maintained according to the provisions of A-

102 Common Rule.

 

2.57      COST PRINCIPLES.

The cost principles of this CONTRACT are governed by the cost principles found in Title

48, Code of Federal Regulations, subpart 31; and all costs included in this CONTRACT

are allowable under Title 48, Code of Federal Regulations, Part 31.

 

2.58      DEBARMENT.

CONSULTANT certifies that to the best of its knowledge and belief, CONSULTANT and CONSULTANT’S principals: a) are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal  DEPARTMENT   or  agency;     b)  within  a  three-year  period  preceding  this CONTRACT have not been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction, violation of federal or state anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property;  c) are not presently indicted for or otherwise criminally  or  civilly  charged  by  a  governmental  entity  (federal,  state,  or  local)  with

commission of any of the offenses enumerated in paragraph 5-40(b); (d)  have not within a three-year period preceding this CONTRACT had one or more public transactions (federal, state, or local) terminated for cause or default.

 

The inability of a prospective CONSULTANT to certify to the certification in this section will not necessarily result in denial of participation in this CONTRACT.  The prospective CONSULTANT shall submit an explanation of why it cannot provide the certification in this section.   This certification is a material representation of fact upon which reliance was placed when the DEPARTMENT determined whether to enter into this transaction.  If it is later determined that CONSULTANT knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the DEPARTMENT may terminate  the  CONTRACT  for  cause.    The  CONSULTANT  shall  provide  immediate written notice to the DEPARTMENT if at any time the CONSULTANT learns that its certification was erroneous by reason of changed circumstances.   The terms “covered transaction”, “debarred”, “suspended”, “ineligible”, “lower tier covered transaction”, “principal”, “proposal”, and “voluntarily excluded”, as used in this Article shall have the meaning set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549.

 

The  CONSULTANT  agrees  that  it shall not knowingly enter into any lower tier covered transaction when a person who is debarred, suspended, declared ineligible,  or voluntarily excluded  from  participation  in this  covered transaction, unless authorized, in writing by the DEPARTMENT.   The CONSULTANT  agrees  that  it will  include  the  clause  titled “Certification  Regarding  Debarment,  Suspension,  Ineligibility, and  Voluntary Exclusion- Lower Tier Covered Transaction”,  provided by the DEPARTMENT,  without modification, in  all  lower-tier   covered  transactions  and  in all solicitations  for  lower-tier  covered transactions.   The CONSULTANT  may   rely   upon  a  certification   of  a  prospective participant in a lower-tier covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered  transaction,  unless  CONSULTANT  knows the certification  is erroneous.   CONSULTANT  may  decide  the  method  and frequency by which it determines the eligibility of its principals.   Each  CONSULTANT  may,  but is not required to, check the Nonprocurement List.   If a CONSULTANT knowingly enters into a lower-tier  covered  transaction  with a person  who is suspended,  debarred, ineligible, or voluntarily  excluded  from  participation,  in addition  to other  remedies  available to the federal  government, the  DEPARTMENT  may  terminate  the CONTRACT for  cause or default.

 

Nothing contained in this Section shall be construed to require establishment of a system of records in order to render in good faith the certification required by this Section.  The knowledge and information of a CONSULTANT is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

 

2.59      COST ACCOUNTING STANDARDS.

In compliance with federal guidelines, all non-department  of Defense CONTRACTS shall comply with sections of the Cost Accounting Standards (CAS).  Therefore, in the Code  of  Federal  Regulations,  Title  48,  Chapter  99,  specifically  9903.2,  9904.401,

9904.402, 9904.405, and 9904.06 will apply to all DEPARTMENT CONTRACTS.  The basic standards are as follows:

 

9903.2     Cost Accounting Standards (CAS) program requirements

9904.401 Consistency in estimating, accumulating and reporting costs

9904.402 Consistency in allocating costs incurred for the same purpose

9904.405 Accounting for unallowable costs

9904.406 Cost accounting period

Firms awarded $25,000,000 (or more) in all types of federal contracts in one accounting period (fiscal year) with one contract exceeding $1,000,000 are subjected to full CAS coverage.  This requires that the CONSULTANT comply with all of the CAS in effect on the contract award date and with any new standards that become applicable.  Full CAS covered firms are required to submit to the DEPARTMENT a Cost Accounting Standard Board Disclosure Statement (9903.202-9) along with their annual prequalification documents.

 

2.60      DISADVANTAGED BUSINESS ENTERPRISE POLICY

The consultant, subconsultant, or recipient shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract.   The consultant shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of department-assisted contracts.  Failure by the consultant to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate.

 

2.61HEADGEAR, VEST AND FOOTWEAR POLICY

a)  All employees of a CONSULTANT engaged in ground level field activities on or within

8 meters (25 feet) of a pavement open to traffic, shall wear high visibility vests or approved high visibility outer garments.  Flaggers shall wear high visibility vests at all times.

 

b)  All employees of a CONSULTANT are required to wear either hardhats or caps of high visibility color when engaged in field activities within 8 meters (25 feet) of a pavement open to traffic or under construction, when not in vehicles or self-propelled mobile equipment.

 

c)  All employees  of a CONSULTANT  are required  to wear protective  hardhats/caps when they are in an area where there is a potential for injury from falling, moving, swinging or flying objects.

 

d) Safety-toe footwear shall be worn by employees of a CONSULTANT engaged in operations where the danger of injury to the foot may occur.

 

All employees of a   CONSULTANT   should   also   wear   appropriate   clothing for the

WORK task involved.  This includes shirts when in the vicinity of the public.

 

2.62      INSURANCE OTHER THAN PROFESSIONAL LIABILITY

a)  The CONSULTANT shall obtain the following minimum amounts of insurance from insurance companies authorized to do business in the State of Illinois:

(1) Workmen’s Compensation Insurance in accordance with the laws of the State of

Illinois.

 

b)  Commercial General Liability.  Required liability insurance coverage shall be written in the occurrence form and shall provide coverage for the operations of the CONSULTANT:  operations of SUBCONSULTANTS (contingent or protective liability); completed operations; broad form property damage; and contractual liability.  The general aggregate limits shall be endorsed on a per PROJECT basis.

 

(1) General Aggregate Limit                                              $2,000,000 (2) Each Occurrence Limit                                                      $1,000,000

 

The coverage shall provide by an endorsement in the appropriate manner and form, the DEPARTMENT, its officers and employees shall be named as additional insured with respect to the policies and operations  performed.   The DEPARTMENT  may

accept a separate owner’s protective liability policy provided all coverage, limits and endorsements are in conformity with this Section.

 

c)  Commercial Automobile Liability.  The policy shall cover owned, non-owned and hired vehicles.

 

Bodily Injury & Property Damage

Liability Limit Each Occurrence           $1,000,000

 

d)  Umbrella Liability.  Any policy shall provide excess limits over and above the other insurance limits stated in this Section.  The CONSULTANT may purchase insurance for the full limits required or by a combination of primary policies for lesser limits and remaining limits provided by the umbrella policy.

 

e) Such insurance shall be maintained in full force and effect during the life of the AGREEMENT and shall protect the CONSULTANT, its employees, agents and representatives from claims for damages, for personal injury and death and for damages to property arising in any manner from the negligent act or failure to act by the CONSULTANT, its employees, agents and representatives in the performance of the SERVICES and/or WORK.

 

 

 

 

 

 

f)     Certificates   showing   that  the  CONSULTANT   is  carrying  the  above-described insurance in the specified amounts shall be furnished to the DEPARTMENT before it is  obligated  to  make  any  payment  to  the  CONSULTANT  for  SERVICES  and/or WORK performed under the provisions of the AGREEMENT.   The certificates shall provide that the policies shall not be changed or cancelled during the life of the AGREEMENT  until  30  days  advance  written  notice  to  the  DEPARTMENT  has elapsed.

 

2.63      INDEMNIFICATION OTHER THAN PROFESSIONAL SERVICES

To  the  fullest  extent  permitted  by  law,  the  CONSULTANT  shall  indemnify  and  hold harmless the DEPARTMENT, its officers and employees from and against all claims, damages, losses and expenses, including, but not limited to attorney’s fees and costs of defense, arising out of or resulting from performance of the SERVICE and/or WORK, but only to the extent caused in whole or in part by any negligent act or omission of the CONSULTANT, any SUBCONSULTANT, or anyone directly or indirectly employed by any of them or anyone whose acts may be liable.

 

2.64      NONDISCRIMINATION (CIVIL RIGHTS ACT OF 1964)

During the performance of the AGREEMENT, the CONSULTANT agrees as follows:

 

a)  Compliance with Regulations:  The CONSULTANT will comply with the Regulations of the DEPARTMENT of Transportation related to nondiscrimination in Federally- assisted programs of the DEPARTMENT of Transportation (Title 49, Code of Federal Regulations,   Part  2l,  hereinafter   referred   to  as  the  Regulations),   which  are incorporated by reference and made a part of this AGREEMENT.

 

b)  Employment Practices:

(1) The CONSULTANT, in its employment practices, will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national  origin.   The CONSULTANT  will take affirmative  action to ensure that

applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin.   Such action shall    include,    but    not    be    limited    to    the    following:        employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs or termination;  rates  of  pay  or  other  forms  of  compensation;  and  selection  for training, including apprenticeship.    The CONSULTANT agrees to post in conspicuous  places,  available  to  employees  and  applicants  for  employment, notices    to    be    provided    by    the    DEPARTMENT     setting    forth    the provisions of their nondiscrimination clause.

 

(2) The  CONSULTANT  will,  in  all  solicitations  or  advertisements  for  employees placed by or on behalf of the CONSULTANT, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

 

(3) The CONSULTANT  will send to each labor union or representative  of workers with which they have a collective bargaining agreement or other contract or understanding, a notice to be provided by the DEPARTMENT advising the said labor  union  or  workers'  representative  of  the  CONSULTANT’S  commitments under this Section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

 

(4) The CONSULTANT will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations (4l CFR, Part 60) and relevant orders of the Secretary of Labor.

 

(5) The CONSULTANT will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to their books, records and accounts by the Federal Highway Administration and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.

 

(6) In the event of the CONSULTANT'S noncompliance with the non-discrimination clauses of this AGREEMENT or with any of the said rules, regulations or orders, this AGREEMENT may be canceled, terminated or suspended in whole or in part and the CONSULTANT may be declared ineligible for further Government agreements or Federally-assisted construction contracts in accordance with procedures  authorized  in Executive  Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law.

 

(7) The   CONSULTANT   will   include   the   provisions   of   this   Section   in   every subagreement or purchase order that is initiated because of this AGREEMENT specifically for the PROJECT unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each SUBCONSULTANT or vendor.  The CONSULTANT will take such action with respect to any subagreement or purchase order as the DEPARTMENT or the Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance:  Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with litigation with a SUBCONSULTANT  or  vendor  as  a  result  of  such  direction  by  the  Federal

Highway  Administration,  the CONSULTANT  may request  the United States to enter into such litigation to protect the interests of the United States.

 

c)  The  CONSULTANT,   in  its  selection  of  SUBCONSULTANTS,   Procurement   of

Materials, and Leasing of Equipment:

 

During  the  performance  of  their  AGREEMENT,  the  CONSULTANT,  for  itself,  its assignees and successors in interest agrees as follows:

 

(1) Compliance  With  Regulations:    The  CONSULTANT  shall  comply  with  the Regulations  relative to  nondiscrimination  in  Federally-assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 2l, as they may be amended from time to time, (hereinafter referred to as the Regulations),   which are herein incorporated by reference and made a part of their CONTRACT.

 

(2) Nondiscrimination:  The CONSULTANT, with regard to the SERVICES performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, religion,    sex    or    national    origin    in    the    selection    and    retention    of SUBCONSULTANTS, including procurements of materials and leases of equipment.  The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 2l.5 of the Regulations, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the Regulations.

 

(3) Solicitations for SUBCONSULTANTS, Including Procurements of Materials and Equipment:   In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for SERVICES to be performed under a subagreement, including procurements of materials or leases of equipment, each potential SUBCONSULTANT(s)  or supplier shall be notified by the CONSULTANT of the CONSULTANT'S   obligations  under  this  AGREEMENT   and  the  Regulations relative to nondiscrimination on the grounds of race, color, sex or national origin.

 

(4) Information and Reports:  The CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the DEPARTMENT or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations or directives.  Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish their information,  the  CONSULTANT  shall  so certify  to the  DEPARTMENT,  or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information.

 

(5) Sanctions   for   Noncompliance:       In   the   event   of   the   CONSULTANT'S noncompliance with the nondiscrimination provisions of their contract, the DEPARTMENT  shall  impose  such  contract  sanctions  as  it  or  the  Federal Highway Administration may determine to be appropriate, including, but not limited to:

 

a.  Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or

 

b.  Cancellation, termination or suspension of the AGREEMENT, in whole or in part.

(6) Incorporation of Provisions:  The CONSULTANT shall include Section 2.64c(3) in every   subagreement,   including   procurements   of  materials   and   leases   of equipment,  unless  exempt  by  the  Regulations,  or  directives  issued  pursuant thereto  that  is  initiated  because  of  this  AGREEMENT  specifically  for  this PROJECT.                       The  CONSULTANT  shall  take  such  action  with  respect  to  any SUBCONSULTANT   or  procurement  as  the  DEPARTMENT   or  the  Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance:   Provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a SUBCONSULTANT or supplier as a result of such direction, the CONSULTANT may  request  the  DEPARTMENT  to  enter  into  such  litigation  to  protect  the interests of the State, and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

 

2.65      EQUAL EMPLOYMENT OPPORTUNITY (EEO)

In the event of the CONSULTANT'S non-compliance with the provisions of their Equal Employment Opportunity Clause, the Illinois Human Rights Act or the Rules and Regulations of the Illinois Department of Human Rights, the CONSULTANT may be declared ineligible for future agreements or subagreements with the State of Illinois or any of its political subdivisions or municipal corporations, and the AGREEMENT may be canceled or voided in whole or in part, and such other sanctions or penalties may be imposed  or  remedies  invoked  as  provided  by  statute  or  regulation.     During  the performance of their AGREEMENT, the CONSULTANT agrees as follows:

 

a)  That the CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, national origin or ancestry, age, physical or mental handicap unrelated to  ability, or an unfavorable discharge from military service; and further that it will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any such under utilization.

 

b) That, if the CONSULTANT hires additional employees in order to perform their CONTRACT or any portion thereof, it will determine the availability (in accordance with the Department  of Human  Rights'  Rules and Regulations)  of minorities  and women in the area(s) from which it may reasonably recruit and it will hire for each job classification for which employees are hired in such a way that minorities and women are not under utilized.

 

c) That,  in all solicitations  or advertisements  for employees  placed  by the CONSULTANT or on its behalf, it will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, marital status, national origin or ancestry, age, physical or mental handicap unrelated to ability or an unfavorable discharge from military service.

 

d)  That the CONSULTANT  will send to each labor organization  or representative  of workers with which it has or is bound by a collective bargaining or other agreement or understanding, a notice advising such labor organization or representative of the CONSULTANT'S obligations under the Illinois Human Rights Act and the Department of Human Rights' Rules and Regulations.   If any such labor organization or representative fails or refuses to cooperate with the CONSULTANT in its efforts to comply with such Act and Rules and Regulations, the CONSULTANT will promptly so notify the Department of Human Rights and the DEPARTMENT and will recruit employees from other sources when necessary to fulfill its obligations thereunder.

e)  That the CONSULTANT will submit reports as required by the Rules and Regulations of the Department of Human Rights, furnish all relevant information as may from time to time be requested by the Department of Human Rights or the DEPARTMENT, and in all respects comply with the Illinois Human Rights Act and the rules and regulations of the Department of Human Rights.

 

f)     That the CONSULTANT will permit access to all relevant books, records, accounts and WORK sites by personnel of the DEPARTMENT and the Department of Human Rights for purposes of investigation to ascertain compliance with the Illinois Human Rights Act and the rules and regulations of the Department of Human Rights.

 

g)  That the CONSULTANT will include verbatim or by reference the provisions of their clause in every subagreement it awards under which any portion of the AGREEMENT obligations are undertaken or assumed, so that such provisions will be binding upon such SUBCONSULTANT.   In the same manner as with other provisions of their AGREEMENT, the CONSULTANT will be liable for compliance with applicable provisions of their clause by such SUBCONSULTANTS;  and further it will promptly notify the DEPARTMENT and the Department of Human Rights in the event any SUBCONSULTANT  fails or refuses to comply therewith.    In addition, the CONSULTANT will not utilize any SUBCONSULTANT declared by the Illinois Human Rights Commission to be ineligible for agreements or subagreements with the State of Illinois or any of its political subdivisions or municipal corporations.

 

2.66      TAXES, ROYALTIES AND EXPENSES

The CONSULTANT  shall pay all taxes, royalties and expenses incurred in connection with their SERVICES under the AGREEMENT.

 

2.67      RESPONSIBILITY FOR CLAIMS AND LIABILITY - PROPERTY DAMAGES

a)  The CONSULTANT will negotiate and pay for property damages resulting from the clearing of shrubbery,  trees, crops, etc., which must be removed or damaged to comply  with  the  AGREEMENT  and  for  all  labor,  material  and  equipment  costs incurred.   These costs are reimbursable and are included in the COMPENSATION stated in the AGREEMENT.   If the COMPENSATION provides for reimbursement of ACTUAL  COSTS  of  damages,  the  DEPARTMENT  will  reimburse  the  ACTUAL COSTS only to the amount it preapproved in the AGREEMENT.

 

2.68      TERMINATION AND ABANDONMENT

a)  If  the  DEPARTMENT  is  dissatisfied  with  the  CONSULTANT'S  performance,  or believes  that  there  has  been  a  substantial  decrease  in  the  CONSULTANT'S productive capacity, the DEPARTMENT may give written notice that remedial action shall be taken by the CONSULTANT within 30 CALENDAR DAYS.  If such action is not taken,  the DEPARTMENT  may terminate  the AGREEMENT  by giving  written notice to the CONSULTANT at least 15 CALENDAR DAYS prior to the effective date of termination.   In this event, the CONSULTANT shall be paid for the value of all acceptable SERVICES performed prior to the effective date of termination based on the payment terms of the AGREEMENT.

 

b)  Further, the DEPARTMENT at its sole discretion may terminate the AGREEMENT for any other reason, which involves no fault of the CONSULTANT,  by giving written notice to the CONSULTANT at least 15 CALENDAR DAYS prior to the effective date of the termination.  In this event, the CONSULTANT shall be paid:

 

(1) As outlined in the preceding paragraph, provided the SERVICES performed are

20 percent or more of the total SERVICES set forth in the AGREEMENT.

(2) If the CONSULTANT has performed less than 20 percent of the SERVICES, they may elect:

 

a.  To be paid in the above-described manner.

 

b.  To   be   paid   their   actual   identifiable   costs   properly   allocable   to   the DEPARTMENT for SERVICES done under the terms of the AGREEMENT, including a reasonable proportion of the profit on the completed part of the SERVICES and AGREEMENT closing costs.

 

c)  Termination notice at least 15 days in advance of the effective date of termination may also be given in writing by the CONSULTANT if completion of the SERVICES is delayed  to  the  extent  and  for  the  reasons  stated  in  Section  2.21d.     If  the AGREEMENT is terminated for their cause, the CONSULTANT shall be paid for the value of all acceptable SERVICES performed prior to the effective date of termination based on the payment terms of the AGREEMENT.

 

d)  The AGREEMENT will be terminated if:

 

(1) The CONSULTANT is notified by the DEPARTMENT to suspend SERVICES and authorization to resume is not given within three (3) years after the date of the AGREEMENT or any subsequent SUPPLEMENTAL AGREEMENT.

 

(2) The CONSULTANT completes a PHASE, stage or part of the SERVICES, and any remaining PHASE, stage or part of the SERVICES are not authorized within three (3) years after the date of the AGREEMENT or any subsequent SUPPLEMENTAL AGREEMENT.

 

2.69      SETTLEMENT OF CONSULTANT CLAIMS

a)  In any case where the CONSULTANT deems that ADDITIONAL COMPENSATION will be due them for SERVICES or materials not covered in the AGREEMENT nor ordered in writing by the DEPARTMENT, the CONSULTANT shall notify the DEPARTMENT in writing before they begin the additional SERVICES for which they proposes to base the claim.   If such notification is not previously given or claimed costs are not clearly identified and separated in their accounting records, the CONSULTANT agrees to waive the claim for such ADDITIONAL COMPENSATION. However, such notice or accounting by the CONSULTANT shall not in any way be construed as proving the validity of their claim.

 

b)  Any dispute in the interpretation of the provisions of the AGREEMENT shall be settled through negotiation between the LIAISON MANAGERS of the signatory parties.  If they cannot agree, the dispute will be referred through proper administrative channels to the DEPARTMENT.   The DEPARTMENT shall decide all claims, questions and disputes and the decision shall be final.  This shall not be construed to abrogate the CONSULTANT'S rights under the law.

 

c)  The  titles  and  captions  to  all  sections  of  these  STANDARD  PROVISIONS  are intended for convenience of reference only, and shall not be construed as having any pertinence to the interpretation of the content of the sections which they introduce.

 

2.70      OWNERSHIP OF DOCUME NTS

The  CONSULTANT  agrees  that  all  survey  data,  reports,  drawings,  studies, specifications,  estimates, maps and computations  prepared by or for them under the terms of the AGREEMENT shall be properly arranged, indexed and delivered to the DEPARTMENT  upon termination  or completion  of the SERVICES.   This can include

required, shall be prepared and delivered to the DEPARTMENT in accordance with the hardware and/or software specifications described in the AGREEMENT and/or current policy  from  the  DEPARTMENT.    These  documents  shall  become  and  remain  the property of the DEPARTMENT, which shall have the right to use same without restriction or limitation and without COMPENSATION to the CONSULTANT other than that provided in the AGREEMENT.

 

All documents including drawings, CADD files, related electronic files and specifications furnished by the CONSULTANT  pursuant to the AGREEMENT  are instruments  of its WORK in respect of the SERVICES.  They may not be suitable for reuse on extensions of the WORK, or on any other WORK.  Any reuse without specific written verification or adaptation by the CONSULTANT will be at the user's risk and without liability to the CONSULTANT.

 

Unless otherwise provided in the AGREEMENT, CADD files and related electronic files from a PHASE I PROJECT shall be suitable for reuse in a subsequent PHASE II CONTRACT and CADD files and related electronic files from a PHASE II CONTRACT shall be suitable for reuse during the construction PHASE of the PROJECT.

 

A SUPPLEMENTAL AGREEMENT may be required if revisions are necessary, by the CONSULTANT, to the CADD files and related documents as a result of policy CHANGES and/or version updates.

 

2.71      RETENTION OF RECORDS

In compliance with Illinois Public Act 87-991(30 ILCS 550/6a-3-1), every agreement for goods or SERVICES shall provide that the CONSULTANT shall maintain certain records and documents.

 

The CONSULTANT shall maintain, for a minimum of 5 years after the completion of the CONTRACT, adequate books, records, and supporting documents to verify the amounts, recipients, and uses of all disbursements of funds passing in conjunction with the CONTRACT; the CONTRACT and all books, records, and supporting documents related to the CONTRACT shall be available for review and audit by the Auditor General and other State Auditors; and the CONSULTANT agrees to cooperate fully with any audit conducted by the Auditor General and other State Auditors, and to provide full access to all relevant materials.  Failure to maintain the books, records, and supporting documents required by this Section shall establish a presumption in favor of the STATE for the recovery of any funds paid by the STATE under the CONTRACT for which adequate books, records and supporting documentation are not available to support their purported disbursement.

 

2.8        METHODS OF PAYMENT

 

2.80      PAYMENT METHODS

a)  One  or  more  of  the  following  methods  of  COMPENSATION  for  CONSULTANT SERVICES have been specified where applicable in the AGREEMENT.

 

(1) Lump Sum - The sum is fixed and does not change unless the scope or schedule changes.

 

(2) Variable Lump Sum - Uses a provisional overhead rate, until final audit.

payments   can   be  based   on  a  completed   amount   subject   to  the   Total

AGREEMENT Amount for the CONSULTANT.

 

(4) Cost   Plus   a   FIXED   FEE   -   ACTUAL   COSTS   are   reimbursable   to   the CONSULTANT as defined in Section 2.86 of the STANDARD PROVISIONS, plus a FIXED FEE.  The FIXED FEE is determined by .145 [(1 + Actual Overhead + R) Direct  Labor  +  Direct  Cost].    This  Upper  Limit  of  COMPENSATION  cannot exceed the Total AGREEMENT Amount; where R is the Complexity Factor which is 0.0, 0.035, or 0.07 depending on the complexity of the project.

 

(5) Direct Labor Multiple – This method contains separate upper limits.  The first is established by multiplying direct labor by 3+R (R being the complexity factor). The second is direct costs.  Neither upper limit may be exceeded.  The multiple for construction engineering PROJECTS is 2.8+R; where R is the Complexity Factor which is 0.0, 0.003, or 0.008 depending on the complexity of the project.

 

(6) Specific  Hourly  Rates  -  Payment  for  actual  hours  worked  at  the  SPECIFIC RATES OF COMPENSATION for each class of employee listed below:

 

CLASSIFICATION      SALARY  FRINGE BENEFITS    FIXED   SPECIFIC RATES AND OVERHEAD                                     FEE          PER HOUR

 

(NOTE:   List Classifications  to be utilized together with dollars chargeable  for each.)

 

These  rates include  Direct  Salary  Costs,  Indirect  Salary  Costs,  Indirect  Non- Salary   Costs,   Direct   Non-Salary   Costs   (not   listed   below   as   separately reimbursed) and FIXED FEE.  Related travel, subsistence and other pre-agreed costs shall be reimbursed at reasonable actual cost to the CONSULTANT.   All other costs are understood to be included in the specific rates.   The Total AGREEMENT Amount to the CONSULTANT cannot be exceeded.

 

2.81      PARTIAL PAYMENTS/INVOICES

The CONSULTANT shall submit invoices to the DEPARTMENT'S Liaison Manager using the forms provided  by the DEPARTMENT,  on their Internet  Web Site, monthly  or, if agreed upon, not more often than every four weeks for partial payment on account of their SERVICES completed to date.

a) Promptly upon receipt, review and approval of properly documented invoices, the DEPARTMENT shall pay or cause to be paid to the CONSULTANT, not more often than monthly or every four weeks, partial payments of the COMPENSATION specified in the AGREEMENT.  The DEPARTMENT'S Liaison Manager shall establish that the reported percentage of completion of the SERVICES are reasonable.   Payment will be made in the amount of sums earned less previous partial payments and less retainage.

 

b)  The  maximum  retainage  shall  not  exceed  1  percent  of  the  Total  AGREEMENT Amount up to a maximum retainage amount of $18,000.   The retainage shall be 1 percent of the sums earned up to the maximum retainage, and then held at that dollar amount until all of the SERVICES are accepted, and then reduced to zero.  If the DEPARTMENT chooses to delay acceptance of the SERVICES due to no fault of the CONSULTANT  or if a small part of the SERVICES  must be delayed appreciably (such as right-of-way staking or checking of structural shop drawings), the DEPARTMENT may elect to reduce the retainage to zero.  For PROJECTS, which

monies as required by the audit.

 

c)  If the method of payment is Variable Lump Sum or Lump Sum, the sums earned shall be computed by multiplying the sum (or estimated total) amount by the percentage of completion shown   on   the   PROGRESS    REPORT   and   approved   by   the DEPARTMENT.  Estimated amounts may be adjusted by mutual agreement between the contracting parties to reflect significant developments.

 

d)  If the method of payment is Cost Plus a FIXED FEE, the total amount of any partial COMPENSATION shall not exceed the Total AGREEMENT Amount multiplied by the approved percentage of completion of the SERVICES.  The sums earned shall be the CONSULTANT'S   certified   reimbursable   costs   (see   Section   2.86)   plus   that percentage of the FIXED FEE equal to the percentage of completion shown on the PROGRESS REPORT and approved by the DEPARTMENT, except for construction engineering AGREEMENTS, where the percentage of the FIXED FEE shall equal the percentage of elapsed time to the total period of the construction CONTRACT. Reimbursable salary costs shall be computed as Direct Salary Costs (see Section

2.86(b) hereof), plus the agreed percentage of fringe benefits shown in the AGREEMENT, plus the premium portion of overtime wages.  Indirect costs shall be computed as the percentage of Direct Payroll shown in the AGREEMENT.   The percentages shown in the AGREEMENT are provisional and may be adjusted from time to time by mutual AGREEMENT between the contracting parties to more accurately estimate these costs.

 

e)  If the method of payment is a Direct Labor Multiple, the total amount of any partial COMPENSATION shall not exceed the total AGREEMENT amount multiplied by the approved percentage of completion of the SERVICES.

 

f)     If the method of payment is Specific Rates, the sums earned shall be computed on the basis of time records certified by the CONSULTANT.

 

g)  If the method of payment is UNIT OF WORK, the sums earned shall be computed based on the quantities of WORK incurred certified by the CONSULTANT.

 

2.82      FINAL PAYMENT

a)  The CONSULTANT shall submit an affidavit with their final invoice, stating that all obligations incurred by them in performance of the SERVICES have been paid in full. The affidavit shall be on the form prescribed by the DEPARTMENT.

 

b)  If the method of payment is Specific Rates, the DEPARTMENT will promptly, upon acceptance of the final submission of the SERVICES, pay the CONSULTANT 100% of the invoiced amount (up to the Total AGREEMENT Amount), subject to adjustment upon completion of the audit.

 

c)  If the method of payment is a Variable Lump Sum, Lump Sum or UNIT OF WORK, the DEPARTMENT will promptly, upon acceptance of the final submission of the SERVICES, pay the CONSULTANT, a sum equal to 100% of the COMPENSATION set forth in the AGREEMENT less the total of all previous partial payments paid or in the process of payment.  The overhead and fringe benefit rate for Variable Lump Sum is subjected to adjustment upon completion of the audit.   The quantities billed for UNIT OF WORK payment is also subjected to adjustment upon completion of the audit.

DEPARTMENT  will  promptly,  upon  acceptance  of  the  final  submission  of  the

SERVICES, pay the CONSULTANT 100% of the invoiced amount (up to the Total

AGREEMENT Amount) subject to adjustments of the Efficiency Factor (See Section

2.83) and the final audit.   The final evaluation will be used to compensate the CONSULTANT for their performance (See Section 2.84) over and above the Total AGREEMENT Amount.

 

2.83      EFFICIENCY FACTOR

For Direct Labor Multiple CONTRACTS, after the final invoice is submitted and approved, if the actual direct labor costs times the multiple is less than the estimated direct labor costs times the multiple, the CONSULTANT may submit an invoice for 50% of the difference.   This efficiency factor does not apply to QA/QC costs, PHASE III cost in PHASE II or TASK ORDER CONTRACTS.

 

For Actual Cost FIXED FEE CONTRACTS, after the final bill is submitted and approved, if the actual direct labor cost plus the provisional overhead cost is less than the estimated direct labor cost plus the provisional overhead cost, the CONSULTANT may submit an invoice for 50% of the difference.  This efficiency factor does not apply to QA/QC labor cost, PHASE III labor cost in PHASE II or TASK ORDER CONTRACTS.

 

2.84      PAY FOR PERFORMANCE

The DEPARTMENT will evaluate the CONSULTANT during the duration of the PROJECT and upon completion of the PROJECT issue a final evaluation.  This final evaluation will be used to compensate the CONSULTANT for their performance.  The amount will vary depending on this final evaluation.

 

Final Evaluation                 % * Excellent 5

Good                             3

Satisfactory                  0

Substandard               -5

Poor                          -10

 

The % is applied to 1 X negotiated direct labor and/or calculated unit price labor (including all SUPPLEMENTAL AGREEMENTS).   The % does not apply to PHASE III labor cost included in PHASE II CONTRACTS.

 

After receipt of the final evaluation,  the CONSULTANT  has 30 CALENDAR  DAYS in which to appeal a substandard or poor evaluation according to DEPARTMENT  policy. The appeal must be submitted in writing to the DEPARTMENT entity that prepared the final evaluation.

 

2.85      ADJUSTMENT OF UPPER LIMIT OF COMPENSATION

a)  If the duration of the CONTRACT  is 18 months or less, the CONSULTANT  shall review the SERVICES accomplished and make an itemized estimate showing costs incurred  and costs of SERVICES  still required  to complete  their obligation  when costs approach 50% of the UPPER LIMIT OF COMPENSATION.   They shall do the same before costs reach 75% and 90% of the UPPER LIMIT OF COMPENSATION. If any of these estimates exceed the UPPER LIMIT OF COMPENSATION, the CONSULTANT shall immediately notify the DEPARTMENT.

 

b)  If the duration of the CONTRACT exceeds 18 months, and the basis of payment is Cost Plus FIXED FEE or Direct Labor Multiple, the CONSULTANT shall review the SERVICES accomplished and make an itemized estimate showing costs incurred

and the results  of the review  shall  be submitted  to the DEPARTMENT  25 days following March 31, June 30, September 30 and December 31 of each calendar year. In addition, the CONSULTANT shall make such a review and submit said report when the costs incurred approach 90% of the UPPER LIMIT OF COMPENSATION.

 

c)  The DEPARTMENT shall review the estimate and, upon determining that the cost estimate is reasonable and that any costs that should be absorbed by the CONSULTANT due to their own inefficiency and/or ERRORS are not included, shall promptly direct the CONSULTANT to:

 

(1) Stop   SERVICE   and   WORK   at   a   logical   point   when   monies   due   the

CONSULTANT are within the UPPER LIMIT OF COMPENSATION, or

 

(2) Continue SERVICES  under the terms of the AGREEMENT  up to an adjusted Upper Limit of COMPENSATION as authorized in writing by the DEPARTMENT. The CONSULTANT waives their right to any payment in excess of the original UPPER LIMIT OF COMPENSATION if an estimate of overrun has not been submitted and received written authorization prior to incurring the excess costs.

 

2.86      ITEMS ELIGIBLE FOR REIMBURSEMENT AS CONSULTANT'S COSTS

a)  When the method of COMPENSATION includes payment of the CONSULTANT'S ACTUAL COSTS, the following items of cost are reimbursable to the extent that they are in compliance with Federal Acquisition Regulations, Subparts 31.1 and 31.2 and FAPG Chapter 1, Subchapter B, Paragraph 172.

 

b)  Direct  Salary  Costs  are  the  Direct  Productive  Payroll  (actual  wages  paid  all employees  of  the  CONSULTANT  regardless  of  job  classification  when  directly engaged in SERVICES necessary to fulfill the terms of the AGREEMENT) less the premium portion of such wages paid for overtime.

 

(1) Related costs which are normally paid by the CONSULTANT may include items such as:

 

a.  Wages paid or accrued for vacation time.

 

b.  Wages paid for holidays and for sick, military, jury and other authorized leave. c.  Group and Workmen's Compensation Insurance costs.

d. Bonus, incentive compensation or deferred compensation which is an established    practice   of   the   firm   and   which   does   not   exceed   the DEPARTMENT'S policy limiting these costs to what it considers "reasonable" in accordance with the Federal Acquisition Regulations.

 

e.  Social Security and Unemployment taxes. f.       Pension or retirement benefits.

g.  Group Medical Plan and Life Insurance Premiums.

 

(2) The  allocation   of  the  related  costs  shall  be  in  accordance   with  the CONSULTANT'S established policy and with accepted accounting practices. Generally, these costs will be expressed as a percentage  of the direct salary costs.

(3) Salaries of principals and other salaried personnel for the firm may be included in the direct salary costs for all time they are productively engaged in SERVICES necessary to fulfill the terms of the AGREEMENT, provided this is the CONSULTANT'S normal practice and that the cost is not also included in indirect salary costs.   The maximum amount of the principal's and employee's salary, which the DEPARTMENT will reimburse either directly or indirectly, shall be as determined by the DEPARTMENT'S policy as to what is considered "reasonable" in accordance with Federal Acquisition Regulations.    If principals of the CONSULTANT perform routine SERVICES, such as standard design and drafting SERVICES, which could be performed by lesser-salaried  personnel, the wage rates billed directly for these SERVICES shall not exceed those rates paid to the CONSULTANT'S salaried personnel performing the same or similar SERVICES.

 

The  maximum  total  compensation  for  partners,  principals  and  employees  is

$60.00 per hour ($124,800 annually) that may be charged directly to the CONTRACT.  COMPENSATION that may be charged indirectly to the overhead is subject to the cost criteria of the Federal Acquisition Regulations less direct compensation.

 

(4) Premium  wages  for  overtime  paid  to  employees,  in  accordance  with  the CONSULTANT'S normal practice and directly chargeable to the PROJECT, may be reimbursed as direct productive payroll with no surcharge for related costs provided such premium wages in any billing period do not exceed four percent of the direct productive payroll billed to the PROJECT for that period.  No payments for premium wages in excess of four percent shall be made unless the CONSULTANT obtained prior written approval from the DEPARTMENT to exceed their limit.

 

c)  Direct  Non-Salary  Costs  are  actual  and  reasonable  non-salary  costs  incurred specifically in fulfilling the terms of the AGREEMENT, such as:

 

(1) Travel,   food  and  lodging,   including   automotive   equipment   rentals,   fuel, maintenance, tolls, mileage or per diem paid by the CONSULTANT for personal expenses of only their own employees in accordance with their normal company policy, but excluding such costs outside Illinois, unless specifically authorized in writing by the DEPARTMENT.

 

(2) Communications, including telephone, facsimile, telegraph, postage, parcel post, airfreight and package express.

 

(3) Reproductions including photographs, prints and offset work.

 

(4) Outside  professional  SERVICE  and  laboratory  charges,  including  those  for surveys, photogrammetry, soils investigations and tests and other charges for engineers,     surveyors,   lawyers,   sociologists,   economists,   model   makers, architects, scientists and other specialists.  These charges must be authorized in advance by the DEPARTMENT to be reimbursable (see Section 2.24).

 

(5) Electronic   computer   charges   including   those   for   computers   and   related equipment operated by the CONSULTANT and those for outside computer SERVICES.      Rates  for  computers  and  related  equipment  operated  by  the CONSULTANT shall be in accordance with established rates charged to outside clients for similar SERVICES, except that such rates shall be billed at cost (no profit) since the CONSULTANT'S  profit is covered  in the FIXED FEE.   If the

CONSULTANT uses an outside computer SERVICE, their net charges shall be used in the CONSULTANT'S billing.

 

(6) Special equipment if authorized in writing by the DEPARTMENT and materials required for and used solely in the fulfillment of the AGREEMENT.   The CONSULTANT          shall   deliver   all   such   equipment   and   material   to   the DEPARTMENT upon completion of the SERVICES.

(7) Special insurance for the PROJECT if requested in writing by the DEPARTMENT. (8) Rental charges for equipment owned by the CONSULTANT at their established

rates, reduced  by the portion of the rate which is profit and less any portion

charged elsewhere to the indirect costs.

 

d)  Indirect costs (or overhead costs) are the remaining costs of the CONSULTANT'S business operations after the assignment to all of their clients of all direct costs, exclusive of costs ineligible for COMPENSATION such as uncollectible charges, advertising,    amusement,   entertainment,   contributions,   donations,   interest   on borrowed money, and the like.   The CONSULTANT'S established practices for allocation of eligible indirect costs to each PROJECT shall be used if in accordance with generally accepted accounting procedures.   In general, these costs will be expressed as a percentage of the direct salary costs charged to the CONSULTANT'S clients.

 

e)  Indirect salary costs are the actual wages paid to all employees of the CONSULTANT for SERVICES  not directly chargeable  to individual  clients plus the same related costs as previously outlined in direct salary costs if not included in the direct cost, such as:

 

(1) Wages paid for preparation of proposals. (2) Severance wages paid to employees.

(3) Wages paid for negotiating (not promoting) new business.

 

(4) Research and development wages.   This cost is primarily the salaries of the CONSULTANT'S personnel in the development of new computer programs and labor saving devices.  Eligible costs will be as defined in subpart 31.205-18 of the Federal Acquisition Regulations.

 

(5) Training and education wages.   This cost consists of salaries paid employees while attending classes at accredited colleges or universities for post graduate work in subjects related to the CONSULTANT’S practice.   Also included in this category is attendance at meetings and seminars conducted by both recognized technical/professional organizations and in-house personnel.

 

(6) General office administration and supervisory salaries.

 

(7) Salaries in connection with the recruitment of employees.

 

(8) Salaries paid to furnish access to or copies of records as required in Section 2.70 of these STANDARD PROVISIONS, if not reimbursed by the client.

 

(9) Salaries of principals for time actively engaged in the preparation of proposals and preagreement negotiation (not promotion) of new business.

f)     Indirect non-salary costs are all non-salary costs of the CONSULTANT'S business operations eligible for COMPENSATION (Section 2.86(c)) not directly chargeable to individual clients, such as:

 

(1)      Travel, food and lodging (see direct non-salary costs).

 

(2)      Communications, including telephone, telegraph, postage, parcel post, etc. (3)   Reproduction costs, including blueprinting, photography, photostats, etc.

(4)      Computer costs in connection with research and development,  bookkeeping, new business negotiation and the preparation  of proposals.   These charges shall be made in the same manner as outlined under direct non-salary costs, (Section 2.86c(5)).  Eligible research and development costs will be as defined in subpart 31.205-18 of the Federal Acquisition Regulations.

 

(5)      Professional  Service  Cost.    This  includes  costs  of  professional  services rendered by members of a particular profession such as legal and accounting, which are necessary to the proper operation of the business, but whom are not members of the CONSULTANT'S staff.

 

(6)      Sundry taxes levied by Federal, State and Local agencies exclusive of Federal

Income Tax.

 

(7)      Premiums of all business insurance, other than those included in direct costs to clients.

 

(8)      Office supplies.

 

(9)      Rent, heat, power, light and janitorial services.

 

(10)  Licenses and dues in technical and professional organizations. (11)  Maintenance and repair of office equipment.

(12)  Rentals of equipment (see Direct Non-Salary Costs). (13)  Costs of meetings, conferences and in-house training.

(14)  Library expense, including technical books, magazines, journals and supplies in connection with education and training.

 

(15)  Cost  of duplicating  records  as required  by Section  2.70  of these  Standard

Provisions.

 

(16)  Relocation costs for employees. (17)  Depreciation.

(18) Recruiting  expense  including  advertising  agency  fees and travel and subsistence incidental thereto.

 

(19)  Life insurance premiums in lieu of additional compensation for key employees and principals, provided the beneficiary is the employee's estate or their relative