2-RFQ Sec5. Special Conditions.pdf

Agency for Community Transit Media Buying Services No. 25-2-13303

SECTION 5. SPECIAL CONDITIONS

5.1. Compensation and Payment Terms

Compensation. The total obligation of the Owner to the Contractor under this Contract shall not exceed Ninety Thousand Dollars ($90,000). The Contractor shall not incur costs or perform services in excess of this amount except at its own risk. Any costs incurred or services performed beyond the not-to-exceed amount shall not be reimbursed unless authorized in writing by the Owner. The cost principles established by the Federal Code of Regulations (2 CFR 200) applies to this contract.

Invoicing. By the 10th of the following month, the Contractor shall provide a comprehensive and detailed monthly invoice for the prior month’s completed services. The invoice shall include the name of each completed deliverable, along with an itemized listing of the actual hours worked by the Contractor’s staff in the performance of that deliverable. The invoiced amount shall be calculated by multiplying the actual hours worked by the fully loaded, blended hourly rate submitted in the Solicitation, Offer, and Award form.

Direct costs and expense paid or incurred by the Contractor, with prior Owner’s written approval, which are directly related to the performance of services under this Contract:

a) Direct costs of all subcontractors retained by the Contractor (excluding any mark-up by or profit to the contract for services rendered by, or goods purchased from, subcontractors).

b) Mileage expenses, subject to IRS rules and limitations;

c) Other direct costs and expenses, which are reasonable, necessary and allowable for the proper performance of the work.

Invoice amounts are subject to the review and approval of the Owner before payment can occur. Invoices should be e-mailed to accountspayable@mct.org or mailed to:

Agency for Community Transit Attn: Accounts Payable 1 Transit Way Pontoon Beach, IL 62040

Payment. Payment of the above compensation shall be made within 30 days of Contractor’s invoice for products and services authorized, accepted and approved by the Owner.

5.2. Resolution of Contract Inconsistencies

All inconsistencies and ambiguities among the documents which constitute this Contract shall be resolved by giving effect to the relevant position in the document which first appears in the following list: (1) Solicitation and Offer Form; (2) Federal Clauses; (3) State of Illinois Provisions; (4) Special Provisions; (5) Scope of Work;

(6) Introduction; (7) General Terms and Conditions; (8) additional bid submittal forms.

5.3. Insurance Requirements

Contractor and subcontractors shall maintain the following types of insurance until the expiration or termination of this contract.

a) Comprehensive General Liability with policy limits of not less than $1,000,000 for each occurrence and $2,000,000 in the aggregate for bodily injury and property damage.

b) Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor with policy limits of not less than $1,000,000 per accident for bodily injury, death of any person, and property damage arising out of ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage.

c) Workers Compensation at statutory limits and Employers Liability with not less than $500,000 each accident, $500,000 each employee, and $500,000 policy limit.

d) Professional Liability shall not be less than $500,000 covering errors and omissions.

e) Madison County Transit, Agency for Community Transit and Illinois Department of Transportation, their officials, departments, employees, and agents, shall be named as additional insureds.

mailto:accountspayable@mct.org

Agency for Community Transit Media Buying Services No. 25-2-13303

The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella insurance policies result in the same or greater coverage as those required stated above, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require exhaustion of the underlying limits only through actual payment by the underlying insurers.

Prior to beginning work, the Contractor shall provide the Owner with a Certificate of Insurance complying with this section and naming the Owner as an additional insured.

5.4. Owner’s Tax Status

The Owner is organized and operated exclusively for charitable purposes and is therefore exempt from the payment of Retailers’ Occupation Tax, Service Occupation Tax (both state and local), Use Tax, and Service Use Tax. The owner’s Illinois tax exemption identification number is E99922355 (expires 02/01/2029.)

5.5. Contractors Personnel

All of the services required in this Contract shall be performed by the Contractor or under its supervision and all personnel engaged in the work shall be fully qualified and authorized under federal, state, and local law to perform such services. Any change in the key personnel, as described the in the Contractor’s bid submittal, shall be subject to the written approval of the Owner; such approval shall not be unreasonably withheld. The Owner reserves the right to require the Contractor to remove any personnel and or subcontractors for failure to provide service satisfactory to the Owner.

5.6. Subcontractors

Vendors shall identify any subcontractors proposed to perform services under this contract. For each subcontractor, provide the firm name, proposed scope of work, and estimated percentage of total effort or fees. Vendors shall describe how subcontracted services will be managed and coordinated and shall confirm that the prime contractor will remain fully responsible for the performance of all subcontracted services. No subcontractors may be utilized without the prior written approval of the Owner, and any substitution of subcontractors during the contract term shall require Owner approval.

5.7. Notices

Any notice required under this contract shall be in writing, dated and signed by the party giving such notice or by a duly authorized representative of such party. Notices shall not be effective unless transmitted by any method that provides confirmation of transmission and delivery.

5.8. Entire Contract

This Contract constitutes the complete and entire agreement between the Owner and Contractor and supersedes any prior representations, understandings, communications, commitments, agreements or proposals, oral or written, that are not incorporated as a part of the Contract.

5.9. Financial Assistance

This contract may be partially funded by the Illinois Department of Transportation (IDOT) and/or the Federal Transit Administration (FTA), and is therefore subject to applicable state and federal laws, executive orders, regulations, and requirements. The Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any Owner requests that would cause the Owner and MCT to be in violation of the terms and conditions of the grant agreements MCT has with FTA and IDOT for goods or services.