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                                           GENERAL PROVISIONS

                                                      FOR

                                      BASIC AGREEMENT No. 2004R002

                                                   BETWEEN

                                    RUTGERS, THE STATE UNIVERSITY

                                               OF NEW JERSEY

                                                      AND

                                           STATE OF NEW JERSEY

                                   DEPARTMENT OF TRANSPORTATION

                                                    July 2004



I.   WARRANTS


     A.   The UNIVERSITY warrants that all persons performing any services under this Agreement shall not, at any

          time during the period of the Agreement, be an employee of NJDOT.

     B.   The UNIVERSITY warrants that it will perform its obligation under the Agreement with the understanding

          that NJDOT has the right to review the work performed by the UNIVERSITY under the Agreement; and that

          final acceptance of the work will be based on a review by NJDOT in a timely manner.

     C.   The UNIVERSITY warrants that no fee or consideration was given to any person to secure the Agreement;

          and that none of the key personnel working on the Agreement for the UNIVERSITY were instrumental in

          developing the Agreement while working for NJDOT.
II.    INDEMNIFICATION

       A. The UNIVERSITY agrees to indemnify, defend, and hold harmless NJDOT and the employees of NJDOT from

            and against any and all claims, suits, losses, judgments, costs, and expenses for loss of life, property damage, or

            bodily injury of any persons whatsoever; which claims shall arise out of, or result from, the work performed by

            the UNIVERSITY and from negligent acts, errors, or omissions of either the UNIVERSITY, or the agents,

            servants, and employees of the UNIVERSITY in the performance of the service under the Agreement.




III.   INSURANCE

       A.     The UNIVERSITY shall secure and maintain in force during and at least one (1) year after the completion of

              the services performed, liability insurance as provided herein as follows:

              1.        Comprehensive General Liability policy shall be maintained as broad as the standard form currently

                        in use in the State of New Jersey which shall not be circumscribed by any endorsements limiting

                        breadth of coverage. The policy shall include endorsements of contractual liability and professional

                        liability. Limits of liability shall not be less than $500,000 per person and $1 million per occurrence

                        for bodily injury liability and $100,000 per occurrence for property damage liability.




                   2.   Comprehensive Automobile Liability policy shall be maintained covering owned, non-owned, and

                        hired vehicles with minimum limits of $500,000 per person and $1 million per occurrence for bodily

                        injury liability and $100,000 per occurrence for property damage liability.




                   3.   Workers’ Compensation Insurance or a program of self insurance shall be maintained applicable to

                        the laws of the State of New Jersey and Employees’ Liability Insurance with a limit of not less than

                        $100,000.




                                                               2
             4.    The UNIVERSITY shall carry Errors and Omissions, Professional Liability Insurance and/or

                   Professional Malpractice Insurance sufficient to protect the UNIVERSITY from any liability arising

                   out of professional obligations performed pursuant to the requirements of this Agreement. This

                   insurance shall be in the amount of $1,000,000.




      B.   The UNIVERSITY shall provide to the NJDOT current certificates of insurance for all coverages and

           renewals thereof, which renewed certificates must contain a provision that the insurance renewal shall not be

           canceled except after thirty (30) days written notice to NJDOT and the New Jersey Department of Treasury,

           Division of Purchases and Property.


IV.   ASSIGNABILITY


      A.   The performance of the Agreement may not be assigned, except upon the written consent of the

           Commissioner of Transportation, or a designee of the Commissioner, on behalf of NJDOT. Any purported

           transfer or assignment of obligation to the agreement, without prior or subsequent written approval or consent

           by NJDOT of such transfer, shall be void.


V.    SUBCONTRACTORS


      A.   The UNIVERSITY shall be solely responsible for any and all work subcontracted by the UNIVERSITY under

           the Agreement. The UNIVERSITY shall review the work performed and pay the subcontractor for work

           acceptable to the UNIVERSITY. The UNIVERSITY shall submit to NJDOT all subcontracted work which

           NJDOT finds acceptable and such subcontracted work is to be subject to FAR 48, CFR Part 31, Subpart 31.2,

           for a commercial subcontractor; OMB Circular A-21, Cost Principles for Educational Institution

           subcontractor; OMB Circular A-87, Cost Principles for State, Local or Indian Tribe Government

           subcontractor; or OMB Circular A-122, Cost Principles for Non-Profit Organization subcontractor.




                                                          3
B.   The UNIVERSITY shall furnish to each subcontractor at least one (1) copy of the Agreement and Scope of

     Work from the Proposal.

C.   The UNIVERSITY agrees that the following clause shall be inserted and made part of all subcontracts related

     to the Agreement.



                          “All applicable provisions of the Agreement between NJDOT and the UNIVERSITY
                          shall be incorporated by reference into and made part of this subcontract.”

                          Parties subcontracting or consulting with the UNIVERSITY shall not use the names
                          “New Jersey Department of Transportation”, “Department of Transportation” ,
                          ”NJDOT”, or “DOT” in any media of publication, advertisement or endorsement
                          without prior written approval by NJDOT. This agreement does not represent or infer
                          prior written approval by NJDOT.”

                          “The parties acknowledge that the subcontracting or consulting party has been selected
                          by the UNIVERSITY because of the suitability of the subcontracting or consulting
                          party to perform the services or provide the goods described in this Agreement. This
                          Agreement does not create for the subcontracting or consulting party any rights to
                          perform any services or provide any articles, products or materials in the future to the
                          UNIVERSITY or the State of New Jersey"

                          “Parties subcontracting or consulting with the UNIVERSITY pursuant to this
                          Agreement shall defend, indemnify, protect, and save harmless the State of New Jersey,
                          its agents, servants, and employees, from and against any and all suits, claims, losses,
                          demands or damages of whatever kind or nature arising out of or claimed to arise out of
                          any negligent act, error, or omission of the subcontracting or consulting party, its
                          agents, servants, employees and sub-subcontractors in the performance of this
                          Agreement. The subcontracting or consulting party shall, at its own expense, appear,
                          defend, and pay all costs and other expenses arising from such suit or claim or incurred
                          in connection therewith. If any judgment shall be rendered against the State of New
                          Jersey for which indemnification is provided under this paragraph, the subcontracting
                          or consulting party shall at its own expense satisfy and discharge the same.

                          “The State of New Jersey, shall , as soon as practicable after a claim has been made
                          against it, give written notice thereof to the subcontracting or consulting party along
                          with full and complete particulars of the claim. If suit is brought against the State of
                          New Jersey or any of its agents, servants, or employees, the State of New Jersey shall
                          expeditiously forward or have forwarded to the subcontracting or consulting party
                          every demand, complaint, notice, summons, pleading, or other process received by the
                          State of New Jersey or its representatives.

                          “It is expressly agreed and understood that any approval by the UNIVERSITY or the
                          State of New Jersey of the services performed, articles, products or materials produced
                          and/or reports, plans or specifications provided by the subcontracting or consulting
                          party shall not operate or limit the obligations or the subcontracting or consulting party
                          assumed in this provision or in the other provisions of this Agreement. It is further
                          understood and agreed that the State of New Jersey assumes no obligation to defend,
                          indemnify or save harmless the subcontracting or consulting party, its agents, servants,
                          employees and sub-subcontractors from and against any claim which may arise out of
                          their performance of this Agreement. Furthermore, the subcontracting or consulting

                                                   4
                                party expressly understands and agrees that the provisions of this indemnification
                                clause shall in no way limit the subcontracting or consulting party’s obligations
                                assumed in this Agreement, nor shall they be construed to relieve the subcontracting or
                                consulting party from any liability, nor preclude the State of New Jersey from taking
                                any other actions available to it under this agreement or otherwise in law.”


     D. It is agreed that NJDOT shall pay to the UNIVERSITY for expenditures incurred after the execution of the

         Task Order, in accordance with the provisions of Article XI, Terms of Payment, for subcontracts that are

         included in the Proposal and accepted by NJDOT. Expenditures for subcontracts shall not exceed the amount

         shown for subcontractor expenses in the Proposal. For Task Order executed between the University (Center

         for Infrastructure and Transportation or the Department of Civil and Environmental Engineering or others

         specified in the Task Order) and NJDOT, it is agreed that NJDOT shall pay to the UNIVERSITY for work

         performed upon the execution of the Task Order, in accordance with the provisions of Article XI, Terms of

         Payment.

E.       It is agreed that for those subcontracts which have been included in the Proposal, but which had not been

         accepted by NJDOT prior to the effective date of the Task Order, NJDOT shall pay the UNIVERSITY for

         eligible expenditures incurred after the effective date of the subcontract. Expenditures for subcontracts shall

         not exceed the amount specified for subcontractor expenses in the Proposal. For Task Order executed

         between the University (Center for Infrastructure and Transportation or the Department of Civil and

         Environmental Engineering or others specified in the Task Order) and NJDOT, payments for subcontractors

         shall be included in the total negotiated fixed price of the Task Order.

F.      It is agreed that should it become necessary to subcontract a portion of the services contained in the

         Agreement after the execution of a Task Order, NJDOT shall decide whether the subcontract is to be

         considered as Additional Work or Extra Work, subject to the conditions as stated herein.

G.      NJDOT will not honor claims made by the UNIVERSITY for the reimbursement of expenditures which were

         incurred for work performed by a subcontractor relating to the Agreement prior to the effective date of the

         subcontract.
                                                          5
      H.   The purchase of expendable materials and supplies is not considered a subcontract under this provision, but is

           addressed under Article XI.D.



VI.   LAWS

      A.   It is agreed that the Agreement is subject to all relevant laws, rules, and regulations of the United States of

           America and the State of New Jersey.

      B.   Both parties agree that the Agreement shall comply with N.J.S.A. 52:32-1 and N.J.S.A. 52:33-1, et seq.,

           which, except as expressly provided therein, states that NJDOT shall make provisions in the specifications for

           all agreements for which NJDOT pays any part of the cost, that only manufactured and farm products of the

           United States, whenever available, shall be used in such work.

      C.   Regulations of the USDOT relative to nondiscrimination in Federally assisted projects of the USDOT (49

           CFR Part 21) is made part of the Agreement, by reference.

      D.   Equal Opportunity Requirement for Procurement and Service Contracts in accordance with the provisions of

           N.J.S.A. 10:2-1 through 10:2-4 and N.J.S.A. 10:5-3 et seq. is made part of the Agreement, by reference.

      E.   New Jersey Department of Transportation Code of Ethics for Vendors is made part of the Agreement, by

           reference.

      F.   Lobbying Restrictions is made part of the Agreement, by reference.

      G.   FAR, 48 CFR Part 31, Subpart 31.2, Contracts with Commercial Organizations, is made part of the

           Agreement, by reference.

      H.   United States OMB Circulars A-21, A-87, and A-122 are made part of the Agreement, by reference.

      I.   New Jersey OMB Circular 04-04, Single Audit Policy for Recipients of Federal Grants, State Grants, and

           State Aid, is made part of the Agreement, by reference.




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VII. REVIEWS

    A.     The UNIVERSITY shall periodically and at reasonable times allow representatives of the NJDOT and/or

           Federal Highway Administration (FHWA) to visit the offices of the UNIVERSITY to monitor the work

           performed under the Contract for the duration of the Contract. The UNIVERSITY shall also allow any duly

           authorized representative of the U.S. Government to have access to any papers, documents, and records for

           the purpose of making audit examinations, excerpts, and transcriptions that are applicable to this task order.

    B.     NJDOT shall, within sixty (60) days after receipt thereof, review and act upon all working documents that are

           submitted by the UNIVERSITY as required by the Agreement and shall submit a formal written notice of

           acceptance or rejection (including reason for the rejection) of each progress report and invoice submitted.

    C.     It is agreed that in the event disputes arise, concerning either matters of fact pertaining to work not

           consummated under the terms of the Agreement, or the meaning of any term used in the Agreement, such

           dispute shall be decided by mutual agreement.


    D.     It is agreed that if any party of interest in the Agreement deems it advisable to hold a press conference

           concerning-the work in progress or accomplished, all parties shall be notified in advance and may participate.



VIII. MODIFICATION.


    A.     It is agreed that any variation in either the scope of work, the negotiated cost for either extra or additional

           work, or any other significant change to the Agreement shall be negotiated and written in a proposal by the

           UNIVERSITY, and documented by a modification to the Agreement on Form DC-45A that will be issued by

           NJDOT.

    B.     It is agreed that the Agreement hereunder may be terminated by either party after thirty (30) calendar days

         written notice to the other party. If either the NJDOT or the UNIVERSITY terminates the Agreement, NJDOT

         agrees to reimburse the UNIVERSITY for costs incurred as stated under Article XI, Terms of Payment.

    C.     The UNIVERSITY shall only begin work on a Task Order modification after receipt of an executed copy of

           the Form DC-45A, unless the NJDOT issues a letter to incur costs.



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D.   NJDOT shall pay the UNIVERSITY in accordance with the provisions of Article XI, Terms of Payment, for

     accepted Task Order modifications. Task Order modifications are defined as follows:

     1.      ADDITIONAL WORK is any additional work or services arising from all or any one of the

             following situations:

             a.   Services negotiated by the UNIVERSITY and NJDOT which were not anticipated at the time the

                  Agreement was first executed.

             b.   Items of work appearing in the Proposal which require an increase in quantity of service only.

             c.   Items of work which were defined in the Proposal, but could not be estimated at the outset of the

                  Agreement.

     2.      EXTRA WORK is work performed outside of the original scope or limits of project work but

             connected with the project. Extra Work modifications provide funding for new studies or services,

             not for more work on existing studies or services.

     3.      OVERRUN is any additional cost incurred on the Agreement by the UNIVERSITY beyond the

             negotiated ceiling amount. The additional cost was neither defined in the Proposal, nor negotiated

             between the UNIVERSITY and NJDOT, nor accepted by NJDOT. NJDOT shall neither accept nor

             pay for overruns.

     4.      REDUCTION is a decrease of work mutually negotiated by the UNIVERSITY and NJDOT in the

             work or services appearing in the Proposal.

     5.      TERMINATION is the mutual discontinuance of the work or services appearing in the Proposal after

             which payment shall cease.




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IX.    PAYMENT VOUCHERS

             A.    The UNIVERSITY shall prepare all Payment Vouchers for payment of services performed under the

                   Agreement on State Payment Voucher forms that will be supplied by NJDOT.

             B.    Each payment voucher shall conform to billing requirements described in the Request for Proposal,

                   and shall contain but not be limited to the following:

      1.    A project identification number, and when applicable, the Agreement Modification Number.

      2.    The Task Order number and name.

      3.    The billing period covered by the payment voucher.

      4.    A Statement of Expenditures that would include detail information relating to:

•                  a.   Salary expense

                   b.   Fringe Benefit amounts

                   c.   Other Direct Expense:

                          (1) Non-Salary Direct Expense.
                          (2) Subcontractor Expense.

                   d.   Facilities and Administrative Expense (Indirect Cost)

      5.    The total accepted cost of the Contract.

      6.    A customized report to document personnel and other direct expenses authorized under the Task Order. All

            expense receipts will be retained at the UNIVERSITY for review and audit purposes.

               C. For Task Orders executed between the University (Center for Infrastructure and Transportation or the

                   Department of Civil and Environmental Engineering or others specified in the Task Order) and

                   NJDOT, the payment voucher shall show the percentage of work completed, as per the submitted

                   Quarterly Progress Report, including the initial advance and any agreed upon mobilization cost,

                   multiplied by the Total Contract Budget. The University (Center for Infrastructure and

                   Transportation or the Department of Civil and Environmental Engineering or others as specified in

                   the individual Task Order) will be solely responsible for calculating the percentage of work

                   completed as reported in the Quarterly Progress Report. Paragraphs IX 4 and IX 6 are not applicable

                   to Task Orders issued to the University (Center for Infrastructure and Transportation or the

                   Department of Civil and Environmental Engineering or others specified in the Task Order) by

                   NJDOT.

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       D.     The Final Payment Voucher shall be prepared in accordance with the provisions of Article XV, Final

              Payment Voucher.



X.    WAGE RATES

      A.     The wage rates and titles defined in the Proposal for UNIVERSITY staff working directly on the Agreement,

             when accepted by NJDOT, shall be used for all invoices and payments whether for approved EXTRA

             WORK, ADDITIONAL WORK, approved Overtime, or straight time services, and shall be subject to

             review. In the case of rates for either new staff or increases beyond the ranges previously approved in the

             Proposal for a specific classification, other than annual cost of living and merit increases which are granted

             under UNIVERSITY labor bargaining agreements, the UNIVERSITY shall obtain NJDOT acceptance in

             advance of billing those new rates.

              For Task Order executed between the University (Center for Infrastructure and Transportation or the

              Department of Civil and Environmental Engineering or others specified in the Task Order) and NJDOT, the

              wage rates will be furnished as part of the budget negotiation process, after which no further approval will

              be required.



XI.   TERMS OF PAYMENT


      A.    Consideration - Both parties agree that the negotiated amount in the Task Order, excluding any amounts for

            modifications are as stated in the approved Proposal. The actual costs of the Agreement, both direct and

            indirect, shall be those which are allowable under the provisions of Federal OMB Circular No. A-21, “Cost

            Principles for Educational Institutions”, and as may be further governed by the policies and practices of the

            State of New Jersey which pertain to the payment of contracts. When a commercial organization is used as a

            subcontractor, their actual costs shall be determined in accordance with FAR, 48 CFR Part 31, subpart 31.2,

            Contracts with Commercial Organizations.




                                                           10
B.   Personal Services - NJDOT agrees to reimburse the UNIVERSITY for costs incurred for personal services

     which the UNIVERSITY has performed and which are in accordance with the provisions of the Proposal. The

     payments are to be made as follows:

     1.      Up to the amount agreed in the approved Proposal.

     2.      No more frequently than on a monthly basis or less frequently than on a quarterly basis.

     3.      Subject to audit.

     4.      Within ninety (90) days of receipt of payment vouchers properly drawn.

     5.      For the portion of Payroll, Fringe Benefit, and Facilities and Administrative Costs (Indirect Cost) as

             follows:

             a.     Direct actual straight time compensation (including tuition) provided to staff for time

                    expended during the billing period will be paid at a rate not to exceed that in the approved

                    Proposal, other than annual cost of living and merit increases which are granted under

                    UNIVERSITY labor bargaining agreements:

             b.     Premium wages will be paid to the staff for time expended during the billing period, for

                    overtime authorized by NJDOT, at a rate not to exceed one-half (1/2) of the accepted proposal

                    wage rates, provided that the UNIVERSITY pays such premium to these staff personnel.

                    An amount to cover the cost of Fringe Benefit and Facilities, and Administrative (Indirect

                    Cost) for interim billing is to be calculated by using the present actual rate, applied to the

                    appropriate bases, and upon final audit, adjusted to either the present actual rate, or, in lieu of

                    actual rates, the final negotiated rates approved by the cognizant federal agency.

     For Task Order executed between the University (Center for Infrastructure and Transportation or the

     Department of Civil and Environmental Engineering or others specified in the Task Order) and NJDOT, the

     costs for personal services will be included in the negotiated total contract cost and will not be detailed


                                                    11
     separately. Paragraphs B.1 and B.5 are not applicable to Task Orders executed between the University (Center

     for Infrastructure and Transportation or the Department of Civil and Environmental Engineering or others

     specified in the Task Order) and NJDOT.

C.   Retainage - It is agreed that retainage shall not be withheld under the provisions of this Agreement.

D.   Other Direct Expenses - NJDOT agrees to pay to the UNIVERSITY for those expenses incurred which are

     chargeable and peculiar to the Agreement and specifically included in the approved Proposal. Payments are to

     be made as follows:

     1.       For items such as:

              a.   Non-Salary Direct Expenses.

              b.   Expenses related to State approved subcontracts.

     2.       No more frequently than on a monthly basis or less frequently than on a quarterly basis.

     3.       Up to the amount specified in the Proposal.

     4.       At the cost incurred and not subject to retainage

     5.       Within ninety (90) days of receipt of payment vouchers properly drawn.

     For Task Order executed between the University (Center for Infrastructure and Transportation or the

     Department of Civil and Environmental Engineering or others specified in the Task Order) and NJDOT, Other

     Direct Expenses will be included in the negotiated total contract costs and not detailed separately in the

     invoice. Paragraphs D1, D3 and D4 are not applicable to Task Orders executed between the University

     (Center for Infrastructure and Transportation or the Department of Civil and Environmental Engineering or

     others specified in the Task Order) and NJDOT.




                                                     12
           E.         Modifications - NJDOT agrees to pay to the UNIVERSITY for ADDITIONAL WORK, EXTRA

           WORK, Work Reduction or Work Termination modifications which have been authorized in writing as

           follows:

           1.         Up to the amount as stated on NJDOT Form DC-45A.

           2.         No more frequently than on a monthly basis or less frequently than on a quarterly basis

           3.         Within a reasonable time of receipt of payment vouchers properly drawn.

           F.         Termination – NJDOT agrees to reimburse the UNIVERSITY for costs incurred.

                      For Task Order executed between the University (Center for Infrastructure and Transportation or the

           Department of Civil and Environmental Engineering or others specified in the Task Order) and NJDOT,

           NJDOT agrees to reimburse the UNIVERSITY an initially negotiated payment due upon task order execution

           up to 25% of the total task order approved budget for the first year and thereafter based on the percentage of

           work completed as reported in the quarterly progress report.


XII   RECORDS

      A.   The UNIVERSITY shall maintain all records relating to negotiations, preparation, and costs incurred during

           the performance of the work under the Agreement. Such records shall include but not be limited to forms,

           papers, accounting records, and any other evidence pertaining to costs; and shall be available at the offices of

           the UNIVERSITY at all reasonable times for inspection by any authorized representative of the Federal

           Government or NJDOT. Copies of such records shall be furnished, if requested..

      B.   Documents prepared under the Agreement, including basic notes, sketches, and other pertinent data, except as

           noted in A. above, shall, at the request of NJDOT, be delivered to and become the property of NJDOT

           without restriction to their further use. The UNIVERSITY shall not be responsible for the use of these

           documents or data on any project other than that which is defined in the Agreement. Any documents

           requested shall be provided to NJDOT within sixty (60) days of the written request. The UNIVERSITY may

           retain and use copies of all such documents and data.

      C.   All technical data in regard to the Agreement, whether existing in the offices of the UNIVERSITY or existing

           in the offices of NJDOT, shall be made available to either party to the Agreement without expense to the other

           party.
                                                            13
XIII. COMPLETION

    A.    Completion of the Agreement shall be represented by acceptance of the FINAL PROJECT REPORT by

          NJDOT and the supporting Federal agency.

    B.    The UNIVERSITY shall deliver the draft final project report a minimum of ninety (90) calendar days prior to

          the completion date specified in the Agreement. NJDOT shall accept or reject the draft final project report a

          minimum of thirty (30) calendar days prior to the completion date specified in the Agreement. If not accepted,

          NJDOT shall cite the reason(s) for disagreement in writing at the time. The NJDOT will provide the

          University with comments or changes to be addressed in the final version of the report sixty (60) calendar

          days prior to the completion date specified in the Agreement.

    C.    Upon acceptance of the final project report, NJDOT shall notify the UNIVERSITY in writing within 30 days

          to submit a Final Payment Voucher for processing and payment.

    D.    The UNIVERSITY shall, when it appears that a specified completion date cannot be met, request, in writing,

          an extension of the agreement completion date not less than ninety (90) business days prior to the scheduled

          completion date. NJDOT, at its sole discretion may waive the deadline for extension requests.

    E.    NJDOT shall not compensate the UNIVERSITY for work performed after an Agreement completion date

          unless the UNIVERSITY has been given an approved time extension.


XIV. AUDITS.

    A.   The UNIVERSITY shall provide NJDOT with a copy of the fiscal year, organization-wide Single Audit that

         has been conducted in accordance with the requirements of OMB Circular A-133.

    B.    NJDOT, or designated agents of NJDOT, shall be entitled to perform Agreement audits under the following

          guidelines:

          1.       At any reasonable time prior to, during, or at the completion of the Agreement.

          2.       During a period of up to three (3) years after either the date of payment of the Final Payment

                   Voucher, or a date mutually agreed beyond that point of time.

    C.    Both parties agree that changes in payments due to the UNIVERSITY resulting from Agreement audits

          performed by NJDOT shall be made as follows:



                                                         14
           1.   In the event an overpayment is received by the UNIVERSITY, the UNIVERSITY shall refund the

                amount of such overpayment within thirty (30) days of the request by NJDOT. NJDOT may elect to

                deduct such overpayment amounts from the monies due the UNIVERSITY under the terms of the

                Agreement to which the overpayment applies.

           2.   In the event of underpayment by NJDOT, NJDOT shall pay to the UNIVERSITY sufficient funds to

                correct the underpayment.

           For Task Order executed between the University (Center for Infrastructure and Transportation or the

           Department of Civil and Environmental Engineering or others specified in the Task Order) and NJDOT,

           Paragraphs C.1 and C.2 are not applicable.

      D.   Both parties agree that the actual costs of the Agreement, both direct and indirect, shall be those which are

           allowed by the provisions of OMB Circular No. A-21, “Cost Principles for Educational Institutions”, and as

           may be further governed by the policies and practices of the State of New Jersey which pertain to payments of

           contracts. When a commercial organization is used as a subcontractor; their actual costs shall be determined

           in accordance with FAR 48 CFR Part 31, Subpart 31.2, Contracts with Commercial Organizations.

      E.   The UNIVERSITY will include each Task Order in its annual Single Audit as required by the Single Audit

           Act and supply NJDOT with a copy of the audit after its completion.


XV.   FINAL PAYMENT VOUCHER

      A.   A Final Payment Voucher shall be submitted by the UNIVERSITY within 90 days after termination of the

           applicable Task Order and the University will expect payment of its final payment voucher with the provision

           that the UNIVERSITY would be responsible to refund any amounts subsequently disallowed by any audit

           performed on behalf of NJDOT.




                                                         15
      B.     The UNIVERSITY shall include on the Final Payment Voucher the following release clause:

                        “In consideration of the requested payment of this Final Payment Voucher,
                        RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY hereby releases the
                        State of New Jersey Commissioner of Transportation and his/her agents from all
                        claims and liability for work done or services performed by the UNIVERSITY
                        under Agreement No. 2004R002
                        Task Order No.____


      C.     The payment of the Final Payment Voucher to the UNIVERSITY for services rendered under the terms of the

             Agreement does not waive either the right of NJDOT to establish adjustments or collect overpayments which

             are disclosed by agreement audits performed subsequent to payment of the Final Payment Voucher, or the

             right of the UNIVERSITY to collect underpayments based on adjustments disclosed by said agreement audits,

             subject to the Agreement ceiling limitations.

For Task Order executed between the University (Center for Infrastructure and Transportation or the Department of Civil

and Environmental Engineering or others specified in the Task Order) and NJDOT, paragraph C is not applicable.



XVI. EFFECTIVE-DATE

      A.     The Agreement shall become binding upon the parties hereto on the date of execution by the Assistant

             Commissioner for Planning, and Development, New Jersey Department of Transportation.



XVII. PROPRIETARY RIGHTS


      A.     All right accruing from patentable discoveries or inventions resulting from research described by the

             Agreement and referenced documents shall be reserved exclusively to the UNIVERSITY. Notwithstanding

             this reservation of right, the UNIVERSITY hereby grants to NJDOT, to all State Highway and Transportation

             Departments, and to the United States Government an irrevocable, non-exclusive, non-transferable, and

             royalty-free license to practice such inventions and to manufacture, use, and dispose of any article or material,

             and to use any method that may be developed as a part of the work under the Agreement. Notwithstanding

             the above provisions of this paragraph, all articles, products and materials placed or incorporated into


                                                             16
           equipment or vehicle owned by NJDOT shall become and remain the property of NJDOT and NJDOT shall

           have all rights to use, and dispose of same.



XVIII. PATENT COSTS

     The UNIVERSITY shall bear both the costs of preparing disclosures, reports, and other documents that may be

     required in the performance of searching the art to the extent necessary to make such invention disclosures, and the

     costs of preparing documents relating to patents and any other patent costs, in connection with the filing of patent

     applications.



XIX. EQUIPMENT AND INSTRUMENTATION

     A.    The UNIVERSITY certifies that non-expendable equipment items will not be included in the Facilities and

           Administrative (Indirect Cost) that are approved for the Agreement.


   B. Title to such equipment and instrumentation shall remain with NJDOT. If NJDOT elects to take possession of

       items of equipment and instrumentation at the conclusion of the Agreement, NJDOT shall be responsible for the

       payment of all packaging, shipping, and related costs incurred in the transfer of such items. If, at the conclusion of

       the Agreement, the UNIVERSITY desires to acquire the equipment and instrumentation and is given written

       authorization by NJDOT to do so, then NJDOT shall be allowed a credit equal to the current market value of the

       equipment and instrumentation at that time. Such value is to be determined by mutual agreement between the

       UNIVERSITY and NJDOT. The costs of the items of equipment and instrumentation specifically listed in the

       Proposal are included in the agreement price when approved by NJDOT. The cost of major items of equipment,

       instrumentation or component parts which are to be used by the UNIVERSITY in the performance of the

       Agreement, but which are not identified specifically in the Proposal, will not be reimbursed by NJDOT unless

       NJIDOT has specifically approved such major items prior to purchase.                 A major item of equipment,

       instrumentation, or component parts is one which has a value of $5,000 or more, based on original purchase cost.

                                                           17
   For Task Orders executed between the University (Center for Infrastructure and Transportation or the Department of

   Civil and Environmental Engineering or others specified in the Task Order), and NJDOT paragraph XIX B. is not

   applicable.



XX. DISSEMINATION OF INFORMATION

     A.     The UNIVERSITY shall bear all costs of publication beyond the identified requirements of the Agreement

            and such costs shall not be charged to NJDOT under this or any other agreement. Any copy of material

            published under this clause must contain an acknowledgment of the sponsorship of the research efforts by

            NJDOT; a disclaimer stating that the published material represents the position of the author(s) and not

            necessarily that of NJDOT; and that the report does not constitute a standard, specification, or regulation.



     B.     Since one of the primary objectives of a university is the dissemination of knowledge, the UNIVERSITY

            cannot accept grants or contracts for research which, under any nomenclature, preclude open disclosure of

            research results. The source of the sponsorship and the purpose of all projects must be of such nature that

            they can be publicly announced and described. A sponsor may not determine the contents of any publication

            reporting the results of research.

     C.     The UNIVERSITY will not enter into any agreement with a research sponsor that restricts the faculty’s or

            staffs’ right to publish research results, with the following exceptions:

            1.       If requested, the UNIVERSITY will agree to neither disclose nor publish without the sponsor’s

                     approval any information furnished by the sponsor. The UNIVERSITY will also not reveal to others

                     specific applications of the results of research and operations of the sponsor.

            2.       If requested, the UNIVERSITY will agree to provide the sponsor with a copy of any report or

                     manuscript containing research results, when first available and prior to publication but not for the

                     purposes of prior approval.



                                                             18
         3.       If requested, the UNIVERSITY will agree to delay publication of information concerning an

                  invention for a period of not more than twelve months from the date the principal investigator

                  submits the material intended for publication to the sponsor, or until a U.S. Patent application has

                  been filed, whichever is the shorter interval of time.     In the case of governmental sponsors,

                  publications may be delayed for reasons of public policy. It is understood that a sponsor may waive a

                  previously agreed-upon delay period and permit immediate publication.          The submission and

                  cataloging of any thesis or dissertation prepared by a graduate student in fulfillment of an academic

                  degree requirement shall ordinarily be exempt from any delay or review requirements requested by

                  the sponsor.



XXI. KEY PERSONNEL

    A.   The personnel specified in the Proposal as Key Personnel are considered to be essential to the work proposed.

         Prior to replacing any of the Key Personnel working on the Agreement, the UNIVERSITY shall notify the

         NJDOT Project Manager sufficiently in advance, and submit justification indicating proposed substitutions,

         accompanied by resumes and other background material to the same degree of detail as provided in the

         original Proposal, so as to permit an adequate evaluation of the impact on the Agreement. No replacement of

         Key Personnel shall be made by the UNIVERSITY without the written consent of NJDOT.

    B.   The list of the Key Personnel as shown in the Proposal may, with the written consent of the NJDOT, be

         amended during the course of the Agreement to either add or delete personnel, as appropriate.




XXII. REPORTING

    A.    One copy of the quarterly progress report will be furnished to the Manager, Bureau of Research by the

          UNIVERSITY by March 1, June 1, September 1 and December 1, and will contain as a minimum the

          following:


                                                       19
     1.    Title and number of Task Order.
     2.    Project Start and End Dates, Period Start and Ending Dates of the period being reported.
     3.    Name of the UNIVERSITY Principal investigator.

     4.    Name of the NJDOT Project Manager.

     5.    Progress made during the reported period by task, and proposed activities for next quarter.

     6.    Problems encountered which could adversely affect the performance of the work.

     7.    Total Budget and Estimate of the percentage of the total work completed by task.

     8.    Estimate of Expenditure to date and percentage of the budget expended.:

     For Task Order executed between the University (Center for Infrastructure and Transportation or the

     Department of Civil and Environmental Engineering or others specified in the Task Order) and NJDOT,

     paragraph A 8. is not applicable.


B.   Unless otherwise specified, an original and ten (10) copies of the Final Project Report shall be submitted to

     the NJDOT Bureau Manager. However, a Task Order may contain different publication requirements

     depending on the specific work assignment. The Final Project Report shall contain as a minimum the

     following:

     1.    Front cover with title, author(s), organization, date, and a statement that recognizes the funding

           agencies.

     2.    Technical Report Standard Title Page.

     3.    Appropriate disclaimer statements.

     4.    Table of Contents, List of Figures, and List of Tables.

     5.    Text and Appendices.

     6.    Acknowledgments, as appropriate.

     7.    Footnote References.

     8.    Back Cover.




                                                    20
XXIII. DEFINITIONS


     A.   As used in this Basic Agreement, the following terms are defined in the manner indicated below:

          1.    The “Basic Agreement” is this agreement between NJDOT and the UNIVERSITY, and all

                modifications and amendments hereto.

          2.    The “Task Order” is a supplement to the Basic Agreement authorizing the UNIVERSITY to incur costs

                for mutually agreed work programs up to the maximum amount specified in each such Task Order.

          3.    The “Agreement” is comprised of the “Basic Agreement” and any or all subsequent “Task Orders”.




                                THIS SPACE NOT USED




                                                        21
                                                                                    Updated:           12/23/98


                Form AD-218         8/80



                                                         APPENDIX A

During the performance of this contract, the consultant for itself its assignees and successors in interest, hereinafter referred
to as the “CONSULTANT’, agrees as follows:

                (1) Compliance with Regulations: The CONSULTANT will comply with the Regulations of the U.S.
                Federal Highway Administration relative to nondiscrimination in federally-assisted programs of the Federal
                Highway Administration (Title 49. Code of Federal Regulations. Part 21, hereinafter referred to as the
                Regulations), which are herein incorporated by reference and made a part of this contract.

                (2) Nondiscrimination: The CONSULTANT, with regard to the work performed by it after award and
                prior to completion of the contract work, will not discriminate on the ground or race, color, sex, religion, or
                national origin in the selection and retention of subcontractors, including procurements of materials and
                leases of equipment. The CONSULTANT will not participate either directly or indirectly in the
                discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the
                contract covers a program set forth in Appendix B of the Regulations.

                (3) Solicitations for Subcontracts Including Procurements of Materials and Equipment: In all
                solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be
                performed under a subcontract, including procurements of materials or equipment, each potential
                subcontractor or supplier shall be notified by the CONSULTANT of the obligations of the CONSULTANT
                under this contract and the Regulations relative to nondiscrimination on the ground of race, color, sex,
                religion, or national origin.

                (4) Information and Reports: The CONSULTANT will provide all information and reports required by
                the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books,
                records, accounts, other sources of information and its facilities, as may be determined by the New Jersey
                Department of Transportation the Federal Highway Administration to be pertinent to ascertain compliance
                with such Regulations, orders and instructions. Where any information required of a CONSULTANT is in
                the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT
                shall so certify to the New Jersey Department of Transportation, 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 noncompliance by the CONSULTANT with the
                nondiscrimination provisions of this contract, the New Jersey Department of Transportation 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 contract until the CONSULTANT complies.

                (b) cancellation, termination, or suspension of the contract, in whole or in part.

                (6) Incorporation of Provisions: The CONSULTANT will include the provisions of paragraph (l) through
                (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the
                Regulations, order, or instructions issued pursuant thereto. The CONSULTANT will take such action with
                respect to any subcontract or procurement as the New Jersey Department of Transportation 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 subcontractor or supplier as a result of such direction the CONSULTANT may request the
                State 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 interest of the United States.
                                                               22
Form AD.219 8/80

                                                         APPENDIX B
                                                  STATE OF NEW JERSEY
                             EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS FOR
                                      PROCUREMENT AND SERVICE COINTRACTS

         The parties to this Agreement do hereby agree that the~ provisions of N.J.S.A 10:2-1 through 10:2-4 and N.J.S.A.
10:5-31 et seq. (L 1975. c. 127, as amended and supplemented) dealing with discrimination in employment on public
contracts and the rules and regulations promulgated pursuant thereunto, are hereby made part of this contract and are
binding upon them.
During the performance of this contract, the contractor agrees as follows:
a. The contractor or subcontractor, where applicable will not discriminate against any employee or applicant for
employment because of age, race, creed, color, national origin, ancestry, marital status or sex. The contractor will take
affirmative action to ensure that such applicants are recruited and employed .and that employees are treated during
employment without regard to their age. Race, creed, color, national origin, ancestry, marital status or sex. Such action shall
include, but not be limited to the following: Employment. upgrading, demotion. or transfer recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The contractor agrees to post in conspicuous places. available to employees and applicants for employment
notices to be provided by the Public Agency Equal Employment Opportunity Officer setting forth provisions of this non-
discrimination clause;
b. The contractor or subcontractor where applicable will in all solicitations or advertisements for employees placed by or
on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to
age, race, creed, color, national origin, ancestry, marital status or sex;
c. The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which
it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the Public agency
Equal Employment Opportunity Officer advising the labor union or workers' representative of the contractor's
commitments under this act and shall post copies of the nonce in conspicuous places available to employees and applicants
for employments.
d. The contractor or subcontractor, where applicable agrees to comply with any regulations promulgated by the Treasurer
pursuant to P.L 1975, c 127, as amended and supplemented from time to time.
e. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers consistent with
applicable county employment goals prescribed by section 5.2 of the Regulations promulgated by the Treasurer pursuant to
P.L 1975, c 127, as amended and supplemented from time to time.
f. The contractor or subcontractor agrees to inform in, writing all recruitment agencies, including employment agencies,
placement bureaus, colleges, universities labor unions, that it does not discriminate on the basis of age, creed, color,
national origin. ancestry, marital status or sex, and that it will discontinue the use of any recruitment agency which engages
in direct or indirect discriminatory practices.
g. The contractor or subcontractor agrees to revise any of its testing procedures, if necessary. to assure that all personnel
testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the State of
New Jersey and as established by applicable federal law and applicable federal court decisions.
h. The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading downgrading and layoff to
ensure that all such actions are taken without regard to age creed, color, national origin, ancestry. marital status or sex, and
conform with the applicable employment goals, consistent with the Statutes and court decisions of the State of New Jersey,
and applicable federal court decisions.

Provisions (d), (e}, (f), (g}, or (h} do not apply to subcontractors with four (4) or fewer employees or a contractor who has
presented evidence of a federally approved or sanctioned Affirmative Action Program.
Unless this contract is subject to federally approval or sanctioned affirmative action program, bidders with 50 or more
employees and ~who are negotiating for a Contract, as a precondition to entering into a valid and binding procurement or
service contract with Public Agency. Are required to submit to the Public Agency (in accordance with section 4.3 of the
Regulations promulgated by the Treasurer pursuant to P.L 1975, " 127), one of the following three documents:


                                                               23
a. appropriate evidence that the contractor is operating under an existing federally approved or sanctioned affirmative
action program; or
b. a Certificate of Employee Information Report Approval issued in accordance with Article 4 of the Regulations
promulgated by the Treasurer pursuant to P.L 1975, " 127;
c. an initial Employee Information Report consisting of forms provided by the Affirmative Action Office and completed by
the contractor in accordance with Article 4 of the Regulations promulgated by the Treasurer pursuant to P. L 1975, " 127,
one of the following three documents:
(1) appropriate evidence that the contractor is operating under an existing federally approved or sanctioned affirmative
action program; or
(2) a Certificate of Employee Information Report Approval issued in accordance with Article 4 of the Regulations'
promulgated by the Treasurer pursuant to P.L 1975, c. 127;
(3) an initial Employee Information Report consisting of forms provided by the Affirmative Action Office and completed
by the contractor in accordance with Article 4 of the Regulations promulgated by the Treasurer pursuant to P.L 1975, c.
127.




                                                             24

				
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