HomeMy WebLinkAboutRESOLUTIONS-2015-082-R-158/6/2015
82-R-15
A RESOLUTION
Authorizing the City Manager to Negotiate and Execute a Service
Provider Agreement for Special Service Area 6
NOW, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The City Manager is hereby authorized and directed to sign,
and the City Clerk is hereby authorized and directed to attest on behalf of the City of
Evanston, a Service Provider Agreement ("Agreement") with a not -for -profit corporation
to administer this agreement in substantially the form attached hereto as Exhibit A and
hereby made a part hereof, and such other supporting documents, if any, as may be
necessary to carry out and comply with the provisions of the Agreement for Special
Service Area 6.
SECTION 2: The City Manager is hereby authorized and directed to
negotiate any additional terms and conditions on the Agreement as he may be
determine to be in the best interest of the City and in a form acceptable to the
Corporation Counsel.
SECTION 3: This resolution shall be in full force and effect from and after
the date of its passage and approval in the manner provided by law.
Elifiadeth B. Tisdahl, Mayor
Att
Rodney G&ne, City Clerk
Adopted: 111
1 -I 1`1 2015
82-R-15
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82-R-15
EXHIBIT A
Service Provider Agreement
-3-
Agreement for Special Service Area #6
between
the City of Evanston
and
[TO BE INSERTED PRIOR TO EXECUTION]
Effective , 2015 through December 31, 2017
Contents
SERVICE PROVIDER AGREEMENT. .......................................................................................
4
RECITALS.......................................................................................................................................
4
ARTICLE 1 INCORPORATION OF RECITALS...................................................................4
ARTICLE 2 DEFINITIONS.......................................................................................................4
ARTICLE 3 DUTIES AND RESPONSIBILITIES OF CONTRACTOR ..............................
5
3.01 Scope of Services...............................................................................................................
5
3.02 Standard of Performance..................................................................................................
6
3.03 Personnel............................................................................................................................7
3.04 Nondiscrimination.............................................................................................................
7
3.05 Insurance............................................................................................................................
9
3.06 Indemnification..................................................................................................................
9
3.07 Records and Audits.......................................................................................................
10
3.08 Subcontracts and Assignments....................................................................................
12
3.09 License, Permits and Safety Considerations...............................................................
13
3.10 Performance Bond..........................................................................................................
13
ARTICLE 4 TERM OF SERVICES..........................................................................................
13
ARTICLE 5 COMPENSATION...............................................................................................
14
5.01 Basis of Payment............................................................................................................
14
5.02 Budget for Services........................................................................................................
14
5.03 Method of Payment.......................................................................................................
15
5.04 Criteria for Payment........................................................................................................
15
5.05 Funding.............................................................................................................................15
5.06 Non-Appropriation...........................................................................................................15
ARTICLE 6 SPECIAL CONDITIONS........................................................................................16
6.01 Warranties and Representations..................................................................................
16
6.02 Economic Disclosure Statement and Affidavit.........................................................
17
6.03 Conflict of Interest...........................................................................................................
17
6.04 Non -Liability of Public Officials....................................................................................
18
6.05 Independent Contractor.................................................................................................
18
6.06 Business Relationships with Elected Officials............................................................
18
6.07 Deemed Inclusion...........................................................................................................
18
6.08 Ethics................................................................................................................................
19
ARTICLE 7 EVENTS OF DEFAULT, REMEDIES, TERMINATION, RIGHT TO OFFSET,
SUSPENSION..............................................................................................................................19
2
7.01 Events of Default Defined.........................................................
7.02 Remedies...............................................................•...................
7.03 Suspension............................................................................•...
7.04 No Damages for Delay..............................................................
7.05 Early Termination........................................................................
ARTICLE 8 GENERAL CONDITIONS ..................................................
8.01 Entire Agreement.......................................................................
8.02 Counterparts................................................................................
8.03 Amendments...............................................................................
8.04 Compliance with All Laws .........................................................
8.05 Compliance with ADA and Other Accessibility Laws ...........
8.06 Assigns........................................................................................
8.07 Severability.................................................................................
8.08 Interpretation...............................................................................
8.09 Miscellaneous Provisions.........................................................
8.10 Contractor Affidavit....................................................................
8.11 Governing Law and Jurisdiction ...............................................
ARTICLE 9 NOTICES............................................................................
EXHIBIT1..................................................................................................
EXHIBIT2...................................................................................................
EXHIBIT3..................................................................................................
EXHIBIT4..................................................................................................
EXHIBIT5..................................................................................................
EXHIBIT6..................................................................................................
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SERVICE PROVIDER AGREEMENT
This Service Provider Agreement for the management of Special Service Area
Number 6 is entered into by and between [TO BE INSERTED PRIOR TO EXECUTION]
an Illinois not -for -profit corporation ("Contractor"), and the City of Evanston ("City"), a
municipal corporation and home rule unit of local government existing under the
Constitution of the State of Illinois.
RECITALS
WHEREAS, special service areas may be established pursuant to Article VII, §§
6(1) and 7(6) of the Constitution'of the State of Illinois, and pursuant to the provisions of
the Special Service Area Tax Law, 35 ILCS 200/27-5 et seq.; and
WHEREAS, the City Council of the City of Evanston ("City Council") has
established a special service area known and designated as "Special Service Area
Number 6" ("Area"), to provide special services in addition to those services provided
generally by the City ("Special Services"). The City Council has further authorized the
levy of an annual ad valorem real property tax in the Area sufficient to produce
revenues required to provide those Special Services but not to exceed 0.45% of the
equalized assessed value of all properties within the Area ("Service Tax"), all as
provided in the Establishment Ordinance (hereinafter defined); and
WHEREAS, the Contractor and the City desire to enter into this Agreement to
provide such Special Services in the Area and the Contractor is ready, willing and able
to enter into this Agreement to provide the Special Services to the full satisfaction of
the City;
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the City and the Contractor agree as follows:
ARTICLE 1 INCORPORATION OF RECITALS
The recitals set forth above are incorporated by reference as if fully set forth
herein.
ARTICLE 2 DEFINITIONS
The following words and phrases shall have the following meanings for purposes
of this Agreement:
"Agreement" means this Special Service Area Agreement, including all exhibits
attached to it and incorporated in it by reference, and all amendments,
modifications or revisions made in accordance with its terms.
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"City Manager" means the City Manager or his/her designee of the City
Manager's Office or a duly authorized representative of the City Manager.
"City Manager's Office" means the City of Evanston City Manager's Office.
"Construction" means that work of a nature constituting "public works" as
defined in 820 ILCS 130/2, such as landscaping and building activities, including
but not limited to, physical building improvements, installations and other fixed
works, but does not include pre -development work (design and preparation of
specifications).
"Days" means business days in accordance with the City of Evanston business
calendar.
"Establishment Ordinance" means Ordinance 69-0-15, enacted by City Council
on July 13, 2015, and any subsequent amendments thereto authorizing imposition
of the Service Tax and setting forth the Special Services to be provided in the
Area.
"Security Firm" means a business entity certified by the State of Illinois
pursuant to the Private Detective, Private Security, Fingerprint Vendor, and
Locksmith Act of 2004, 225 ILCS 447/1 of seq., and whose employees are
licensed by the State of Illinois.
"Services" means, collectively, the services, duties and responsibilities
described in Article 3 and Exhibit 1 (Scope of Services) of this Agreement and
any revisions thereof and any and all work necessary to complete them or carry
them out fully and to the standard of performance required in this Agreement.
"Service Tax Funds" means the amount actually collected pursuant to the
Service Tax.
"Subcontractor" means any person or entity with whom Contractor contracts to
provide any part of the Services, including subcontractors of any tier, suppliers
and materialmen, whether or not in privity with the Contractor.
"Surplus Funds", also referred to as "Carry -Over Funds", means those Service
Tax Funds already collected and disbursed to the Contractor in prior years for
the provision of Special Services in the Area which remain unspent, including
any interest earned thereon.
ARTICLE 3 DUTIES AND RESPONSIBILITIES OF CONTRACTOR
3.01 Scope of Services
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The Services which the Contractor shall provide during the term of this
Agreement include, but are not limited to, those described in this Article 3 and in Exhibit
1 which is attached hereto and incorporated by reference as if fully set forth here. The
City Manager reserves the right to require the Contractor to perform revised services
that are within the general scope of services of this Agreement and of the Special
Services identified in the Establishment Ordinance subject to the same terms and
conditions herein. Revised services are limited to changes or revisions to the line items
in the Budget, do not affect the maximum compensation and require the prior written
approval of the City Manager. The City Manager may, by written notice to the
Contractor, delete or amend the figures contained and described in the Budget
attached hereto as Exhibit 2 and incorporated by reference as if fully set forth herein.
The Contractor shall provide the Services in accordance with the standards of
performance set forth in Section 3.02.
For each subsequent year during the term of this Agreement, if any, a Scope of
Services for that year, comprised of services authorized in the Establishment
Ordinance, shall be prepared by the City Manager in consultation with the Contractor,
and incorporated into this Agreement by written amendment pursuant to Section 8.03
hereof, together with a Budget for that year and any revised insurance requirements
which are recommended by the City of Evanston Corporation Counsel, if any, pursuant
to its review of the Scope of Services for that year.
3.02 Standard of Performance
The Contractor shall perform all Services required of it with that degree of skill,
care and diligence normally shown by a contractor performing services of a scope,
purpose and magnitude comparable with the nature of the Services to be provided
hereunder. The Contractor shall at all times use every reasonable effort on behalf of
the City to assure timely and satisfactory rendering and completion of its Services.
The Contractor shall act in the best interests of the City at all times, consistent
with the professional obligations assumed by it in entering into this Agreement. The
Contractor shall perform all Services in accordance with the terms and conditions of this
Agreement and to the full satisfaction of the City Manager. The Contractor shall furnish
efficient business administration and supervision to render and complete the Services
at reasonable cost.
The Contractor shall assure that all Services that require the exercise of
professional skills or judgment are accomplished by professionals qualified and
competent in the applicable discipline and appropriately licensed, if required by law.
The Contractor remains responsible for the professional and technical accuracy of all
Services provided, whether by the Contractor or its Subcontractors or others on its
behalf.
ON
If the City Manager determines that the Contractor has failed to comply with the
foregoing standards, the Contractor shall perform again, at its own expense, all
Services required to be re -performed as a direct or indirect result of such failure. Any
review, approval, acceptance or payment for any or all of the Services by the City does
not relieve the Contractor of its responsibility for the professional and technical
accuracy of its Services. This provision in no way limits the City's rights against
Contractor, either under this Agreement, at law or in equity.
3.03 Personnel
A. Key Personnel
The Contractor shall, immediately upon receiving a fully executed copy of this
Agreement, assign and maintain during the term of this Agreement and any extension
thereof an adequate staff of competent personnel, who are fully equipped, licensed as
appropriate, available as needed, qualified and assigned to perform the Services.
Contractor shall pay the salaries and wages due all its employees performing Services
under this Agreement unconditionally and at least once a month without deduction or
rebate on any account, except only for such payroll deductions as are mandatory by
law or are permitted under applicable law and regulations.
B. City Support Staff
The City shall provide Contractor with a support staff member ("Support Staff')
who shall assist Contractor with the following types of projects, including but not limited
to: managing requests for proposals and bids for SSA services and preparing agendas
and packet materials for SSA board meetings. The Support Staff shall be provided to
the Contractor at no cost from the time this agreement is adopted, through and including
July 31, 2017. Upon termination of City's Support Staffs assistance period, Contractor
agrees that it shall replace the duties and obligations of the Support Staff by hiring its
own qualified personnel. Contractor and City acknowledge that the Support Staff is
deemed personnel of the City and not of the Contractor during the term of this
Agreement.
3.04 Nondiscrimination
A. Contractor
(i) Federal Requirements
Contractor must not engage in unlawful employment practices, such as (1) failing
or refusing to hire or discharging any individual, or otherwise discriminating
against any individual with respect to compensation or the terms, conditions or
privileges of the individual's employment, because of the individual's race, color,
religion, sex, age, handicap/disability or national origin; or (2) limiting,
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segregating or classifying Contractor's employees or applicants for employment
in any way that would deprive or tend to deprive any individual of employment
opportunities or otherwise adversely affect the individual's status as an
employee, because of the individual's race, color, religion, sex, age,
handicap/disability or national origin.
Contractor must comply with, and the procedures Contractor utilizes and the
Services Contractor provides under this Agreement must comply with, the Civil
Rights Act of 1964, 42 U.S.C. § 2000e et seq. (1981), as amended and the Civil
Rights Act of 1991, P.L. 102-166. Attention is called to: Exec. Order No. 11246,
30 Fed. Reg. 12,319 (1965), reprinted in 42 U.S.C. § 2000e note, as amended
by Exec. Order No. 11375, 32 Fed. Reg. 14,303 (1967), and by Exec. Order No.
12086, 43 Fed. Reg. 46,501 (1978); Age Discrimination Act, 42 U.S.C. §§ 6101-
6106 (1981); Age Discrimination in Employment Act, 29 U.S.C. §§ 621-34;
Rehabilitation Act of 1973, 29 U.S.C. §§ 793-794 (1981); Americans with
Disabilities Act, 42 U.S.C. §12101 et seq.; 41 C.F.R. Part 60 et seq. (1990); and
all other applicable federal statutes, regulations and other laws.
(ii) State Requirements
Contractor must comply with, and the procedures Contractor utilizes and the
Services Contractor provides under this Agreement must comply with, the Illinois
Human Rights Act, 775 ILCS 5/1-101 et seq.(1990), as amended and any rules
and regulations promulgated in accordance with it, including the Equal
Employment Opportunity Clause, 44 III. Admin. Code § 750 Appendix A.
Furthermore, Contractor must comply with the Public Works Employment
Discrimination Act, 775 ILCS 1 0/0.01 et seq.(1990), as amended, and all other
applicable state statues, regulations and other laws.
(iii) City Requirements
Contractor must comply with, and the procedures Contractor utilizes and the
Services Contractor provides under this Agreement must comply with the
Evanston Human Rights Ordinance, Section 1-20-1 et seq. of the Municipal
Code of the City of Evanston (2012), as amended, and all other applicable City
ordinances and rules.
B. Subcontractors
Contractor must incorporate all of this Section 3.04 by reference in all
agreements entered into with any suppliers of materials, furnisher of services,
Subcontractors of any tier, and labor organizations that furnish skilled, unskilled and
craft union skilled labor, or that may provide any such materials, labor or services in
connection with this Agreement. Further, Contractor must furnish and must cause each
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of its Subcontractor(s) to furnish such reports and information as requested by the
federal, state, and local agencies charged with enforcing such laws and regulations.
3.05 Insurance
The Contractor shall comply with the insurance provisions attached hereto as
Exhibit 4 and incorporated by reference as if fully set forth herein, and such other
insurance provisions as may be required in the reasonable judgment of the City of
Evanston Corporation Counsel. If the Contractor enters into a subcontract with a
Security Firm, such Security Firm shall comply with the insurance provisions attached
hereto as Exhibit 5 and incorporated by reference as if fully set forth herein, and such
other insurance provisions as may be required in the reasonable judgment of the City
of Evanston Corporation Counsel. If the Contractor subcontracts with a Subcontractor
other than a Security Firm, such Subcontractor shall comply with the Contractor
insurance provisions attached hereto as Exhibit 4.
The City of Evanston Corporation Counsel may waive or reduce any of the
insurance requirements set forth herein.
3.06 Indemnification
A. General Provisions
On written notice from the City of Losses the City believes are Losses Arising
under this Agreement as defined in this Section 3.06, the Contractor shall defend,
indemnify, and hold completely harmless the City Indemnitees from and against such
Losses, regardless of whether Contractor challenges the City's belief. The defense,
indemnification and hold harmless obligations of the Contractor toward City Indemnitees
remain an affirmative obligation of Contractor following the City's notice of Losses the
City believes are Losses Arising under this Agreement, unless and until a court of
competent jurisdiction finally determines otherwise and all opportunities for appeal have
been exhausted or have lapsed.
B. Definitions
For purposes of this Section 3.06,
"City Indemnitees" means, individually and collectively, the City of Evanston, its
officials, agents, and employees.
"Losses" means, individually and collectively, all kinds of liabilities, losses; suits,
claims, damages, judgments, fines, and demands, including all reasonable costs
for investigation, reasonable attorneys' fees, court costs, and experts' fees,
arising by reason of injury or death of any person, damage to property, patent or
copyright infringement.
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"Arising under this Agreement" means (i) arising out of awarding this
Agreement, (ii) arising out of the enforcement of this Agreement, including the
enforcement of this indemnification provision; (iii) arising out of or in connection
with Contractor's performance or non-performance of this Agreement (including
the acts or omission of Contractor, its officers, agents, employees, consultants,
subcontractors, licensees, or invitees), any breach by any of them of any
warranty made under this Agreement, or any failure by any of them to meet any
applicable standard of performance under this Agreement; or (iv) any
combination of any of the foregoing.
C. To the extent permissible by law, Contractor waives any limits on Contractor's
liability that it would otherwise have by virtue of the Worker's Compensation Act
or any other related law or judicial decision (such as Kotecki v. Cyclops Welding
Corporation, 146 III. 2d 155 (1991)). The City, however, does not waive any
limitations it may have on its liability under the Worker's Compensation Act or
under the Illinois Pension Code.
D. The City has the right, at its option and at its own. expense, to participate in the
defense of any suit without relieving Contractor of any of its obligations under
this indemnity provision. The requirements set forth in this indemnity provision
are separate from and not limited by the amount of insurance Contractor is
required to obtain under this Agreement or by its bonds pursuant to other
provisions in this Agreement. Further, the indemnitees contained in this
provision survive the expiration or termination of this Agreement.
3.07 Records and Audits
The Contractor shall deliver or cause to be delivered all documents, data,
studies, reports, findings or information to the City Manager promptly in accordance
with the time limits prescribed herein and if no time limit is specified, then upon
reasonable demand therefore, or upon termination or completion of the Services
hereunder.
The Contractor agrees to adopt at its own expense such financial controls,
including, without limitation, the employment of a fiscal agent approved by the City
Manager, as determined by the City Manager in his or her sole discretion and
communicated in writing to the Contractor after the date of execution of this
Agreement, to ensure that the Contractor is fulfilling the terms of this Agreement.
The Contractor and any Subcontractors shall furnish the City Manager with semi-
annual reports or provide such information by the end of the second (2"d) and fourth
(4th) quarters of each fiscal year, and as may be requested by the City Manager relative
to the performance and cost of the Services. The Contractor shall maintain records
showing actual time devoted and costs incurred. The Contractor shall keep books,
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documents, paper, records and accounts in connection with the Services open to
inspection, copying, abstracting, transcription, and an independent audit by City
employees or agents or third parties, and shall make these records available to the City
and any other interested governmental agency at reasonable times during the
performance of its Services. In addition, Contractor shall retain them in a safe place and
make them available for an independent audit, inspection, copying and abstracting for
at least five years after the final payment made in connection with this Agreement.
In addition to the records to be stored by Contractor, all records that are
possessed by Contractor in its service to the City to perform a governmental function are
public records of the City pursuant to the Illinois Freedom of Information Act ("FOIA"),
unless the records are exempt under the Act. FOIA requires that the City produce
records in a very short period of time. If the Contractor receives a request from the City
to produce records, the Contractor shall do so within seventy-two (72) hours of the
notice.
THE CONTRACTOR SHALL NOT COMINGLE SERVICE TAX FUNDS WITH
FUNDS FROM OTHER SOURCES, and to the extent that the Contractor conducts any
business operations separate and apart from the Services hereunder using, for example,
personnel, equipment, supplies or facilities also used in connection with this Agreement,
then the Contractor shall maintain and make similarly available to the city detailed
records supporting the Contractor's allocation to this Agreement of the costs and
expenses attributable to any such shared usages.
The Contractor shall provide an annual audited financial statement (a "Third
Party Audit") to the City Manager within 120 calendar days after the end of the calendar
year, and the system of accounting shall be in accordance with generally accepted
accounting principles and practices, consistently applied throughout. If any Third Party
Audit shows that Contractor or any of its Subcontractors has overcharged the City in
any period, the City will notify Contractor, and Contractor must then promptly reimburse
the City for any amounts the City has paid Contractor due to the overcharges. Any
failure to comply with the audit requirements of the City Manager shall constitute an
event of default under the Agreement. If such event of default is not corrected to the
City's satisfaction within the cure period identified by the City, the City may incur costs
to conduct any supplementary audit it deems necessary, and Contractor must then
promptly reimburse the City for any such costs. No provision in this Agreement granting
the City a right of access to records and documents is intended to impair, limit or affect
any right of access to such records and documents that the City would have had in the
absence of such provisions.
The City may in its sole discretion audit the records of Contractor or its
Subcontractors, or both, at any time during the term of this Agreement or within five
years after the Agreement ends, in connection with the goods, work, or services
provided under this Agreement. Each calendar year or partial calendar year is
considered an "audited period." If, as a result of such an audit, it is determined that
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Contractor or any of its Subcontractors has overcharged the City in the audited period,
the City will notify Contractor. Contractor must then promptly reimburse the City for any
amounts the City has paid Contractor due to the overcharges and also some or all of
the cost of the audit, as follows:
A. If the audit has revealed overcharges to the City representing less than
5% of the total value, based on the Agreement prices, of the goods, work,
or services provided in the audited period, then the Contractor must
reimburse the City for 50% of the cost of the audit and 50% of the cost of
each subsequent audit that the City conducts;
B. If, however, the audit has revealed overcharges to the City representing
5% or more of the total value, based on the Agreement prices, of the
goods, work, or services provided in the audited period, then Contractor
must reimburse the City for the full cost of the audit and of each
subsequent audit.
If the City is unable to make a determination regarding overcharges to City as a
result of Contractor's not having maintained records as required under this Agreement,
Contractor must promptly reimburse the City for some or all of the cost of the audit, as
determined in the sole discretion of the City. Failure of Contractor to promptly
reimburse the City in accordance with this Section 3.07 is an event of default under
Section 7.01 of this Agreement, and Contractor will be liable for all of the City's costs of
collection, including any court costs and attorneys' fees.
3.08 Subcontracts and Assignments
The Contractor shall not assign, delegate, subcontract or otherwise transfer all or
any part of its rights or obligations under this Agreement or any part hereof, unless
otherwise provided for herein or with the .express written consent of the City Manager.
The absence of such provision or written consent shall void the attempted assignment,
delegation or transfer and shall be of no effect as to the Services or this Agreement.
All subcontracts, all approvals of Subcontractors and any assignment to which
the City Manager consents are, regardless of their form, deemed conditioned upon
performance by the Subcontractor or assignee in accordance with the terms and
conditions of this Agreement.
If the Contractor subcontracts for security services, the Subcontractor shall be a
Security Firm certified by the State of Illinois and the Security Firm's employees shall
be licensed by the State of Illinois. The Contractor, upon entering into any subcontract
with a Security Firm, shall furnish the City Manager with a copy of the subcontract for
their approval. The City expressly reserves the right to approve all Security Firm
subcontracts.
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3.09 License, Permits and Safety Considerations
A. Licenses and Permits
If the Contractor engages in Construction, it is responsible for and, in a timely
manner consistent with its obligations hereunder, shall secure and maintain at its
expense such permits, licenses, authorizations and approvals as are necessary for it to
engage Construction under this Agreement.
B. Safety Considerations
If the Contractor engages in Construction, it shall at all times exercise
reasonable care, shall comply with all applicable provisions of federal, state and local
laws to prevent accidents or injuries, and shall take all appropriate precautions to avoid
damage to and loss of City property and the property of third parties in connection with
the Construction. The Contractor shall erect and properly maintain at all times all
necessary safeguards, barriers, flags and lights for the protection of its employees, its
Subcontractors' employees, as well as City employees and the public.
If the Contractor engages in Construction, Contractor shall report to the City of
any damage on, about, under or adjacent to City property or the property of third
persons resulting from Contractor's performance under this Agreement. The Contractor
is responsible for any damage to City property and the property of third parties due, in
whole or in part, to the Contractor's Construction activities under this Agreement, and
the Contractor shall repair such damage to a reasonably acceptable standard.
3.10 Performance Bond
If the Contractor engages in Construction work where expenditures exceed
$100,000, it shall, not later than the date the Contractor begins such work or executes
a subcontract for such work, provide or cause to be provided to the City a performance
and payment bond in the amount allocated for the Construction work (but not including
the amount allocated for design and preparation of specifications), by a surety or
sureties acceptable to the City. The performance bond shall be in a form accepted and
approved by the City.
If any of the sureties on such 'bond at any time fail financially, or are deemed to
be insufficient security for the penalty of the bond, then the City may, on giving 10 days
notice thereof in writing, require the Contractor to furnish a new and additional bond
with sureties satisfactory to the City, and, if so required, Contractor must promptly
provide such bond.
ARTICLE 4 TERM OF SERVICES
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This Agreement shall take effect as of , 2015 ("Effective Date")
and shall continue through December 31, 2017, or until the Agreement is terminated
earlier in accordance with its terms.
ARTICLE 5 COMPENSATION
5.01 Basis of Payment
The City shall provide to the Contractor an amount ("Initial Amount") not to exceed
$100,000.00 for the period between , 2015 through and including August 31,
2016 ("Initial Period"), to be repaid upon the City's receipt of tax proceeds of the 2015
Fiscal Year. The City acknowledges that this Initial Amount is provided to the Contractor
prior to the availability of funds from the 2015 Fiscal Year Property Tax Proceeds from
Cook County. The Contractor acknowledges that, upon receipt of the 2015 Fiscal Year
Property Tax Proceeds from Cook County, the City shall first be reimbursed for the Initial
Amount provided during the Initial Period. The disbursements for the Initial Period shall
be made in increments of $25,000.00, upon request from the Contractor. Disbursements
shall be made by the City directly to either the Contractor or Subcontractor, when
applicable.
Thereafter, the maximum compensation that the Contractor may be paid under
this Agreement, between September 1, 2016 through and including December 31, 2017
is the sum of (a) the total amount of Service Tax Funds actually collected for tax year
2015 minus the aforementioned amount reimbursed to the City; (b) the total amount of
Service Tax Funds actually collected for tax year 2016; and (c) the total amount of
Surplus Funds which are being carried over from the previous program year and which
the Contractor hereby acknowledges are in its possession; the maximum compensation
that the Contractor may be paid during the term of this Agreement shall not exceed
For each subsequent year of this Agreement, if any, the maximum
compensation that the Contractor may be paid under this Agreement is the amount
set forth in the Budget for that year, pursuant to Section 5.02 and 8.03, or the amount
of Service Tax Funds actually collected for the preceding tax year, whichever is less;
provided that the maximum amount of compensation for such year of this Agreement
may also include the amount of Service Tax Funds collected for prior tax years which
remain previously unspent.
5.02 Budget for Services
The Contractor in conjunction with the City Manager has prepared a Budget
through August 31, 2016, attached hereto as Exhibit 2 and incorporated. by reference
as if fully set forth here, covering all services described in the Scope of Services. The
Budget for Services shall be designated as a separate fund for Special Service Area
Number 6 within the City of Evanston account. Subject to the restriction that the
maximum amount that may be spent between , 2015 and August 31,
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2016 may not exceed $100,000.00, the City Manager reserves the right to transfer
funds between line items or make Budget revisions that do not affect the maximum
compensation set forth in Section 5.01. The City Manager shall revise the Budget if any
part of the Contractor's Services is terminated.
For each subsequent year of this Agreement, if any, and subject to the
provisions of Section 3.01, a Budget for that year shall be incorporated into this
Agreement by written amendment pursuant to Section 8.03.
5.03 Method of Payment
Pursuant to a schedule to be determined by the City Manager, after the
performance of Services pursuant to the terms of this Agreement, Contractor may
submit invoices to the City to request reimbursement for such expenses. The
Contractor must provide, along with the invoices, such additional documentation as the
City Manager requests to substantiate the Services. Upon the City Manager's
determination that the invoices are accurate, the City will process payment of the
invoices. The Contractor shall establish a separate checking account ("Account") in a
bank authorized to do business in the State of Illinois that is insured by the Federal
Deposit Insurance Corporation.
All funds remaining in the Account at the expiration or early termination
of this Agreement, including any interest earned, shall either (1) be returned to
the City at the expiration or termination of this Agreement; or (2) shall be
retained by the Contractor if this Agreement is extended.
5.04 Criteria for Payment
The City Manager shall determine the reasonableness and ailocability of any
rates, costs and expenses charged or incurred by the Contractor.
5.05 Funding
Payments under this Agreement shall be made from Service Tax Funds in
Special Service Area Number 6 Tax Proceed Fund, which shall be a separate fund
created by the City within the City of Evanston account, and are subject to the
availability of funds therein.
5.06 Non -Appropriation
In the event that no funds or insufficient funds are appropriated and
budgeted in any City fiscal period for payments to be made under this
Agreement, then the City will notify the Contractor of such occurrence and this
Agreement shall terminate on the earlier of either the last day of the fiscal period
for which sufficient appropriation was made or whenever the funds appropriated
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for payment under this Agreement are exhausted. No payments shall be made
or due to the Contractor under this Agreement beyond those amounts
appropriated and budgeted by the City to fund payments hereunder.
ARTICLE 6 SPECIAL CONDITIONS
6.01 Warranties and Representations
In connection with the execution of this Agreement, the Contractor warrants and
represents:
A. That it is financially solvent; that it and each of its employees,
agents, and Subcontractors are competent to perform the
Services required; that it is legally authorized to execute and
perform or cause to be performed this Agreement under the terms
and conditions stated herein; and
B. That it shall not knowingly use the services of any ineligible Subcontractor
for any purpose in the performance of the Services; and
C. That it and its Subcontractors are not in default at the time of the
execution of this Agreement, or deemed by the City Manager to have,
within five years immediately preceding the date of this Agreement, been
found to be in default on any contract awarded by the City; and
D. That it and, to the best of its knowledge, its Subcontractors are not in
violation of the provisions of Title 1, Chapter 12, "Fair Employment
Practices," of the Municipal Code of the City of Evanston, 720 ILCS
5/33E- I et seq. of the Criminal Code of 1961, and 65 ILCS 5111-42.1-1 of
the Illinois Municipal Code; and
E. That, except only for those representations, statements or promises
expressly contained in this Agreement and any exhibits attached hereto,
no representation, statement or promise, oral or written, or of any kind
whatsoever, by the City, its officials, agents or employees, has induced
the Contractor to enter into this Agreement; and
F. That the Contractor understands and agrees that any certification,
affidavit or acknowledgment made under oath in connection with this
Agreement is made under penalty of perjury and, if false, is also cause for
termination for default.
G. That neither Contractor nor an Affiliate of Contractor (as defined below)
appears on the Specially Designated Nationals List, the Denied Persons
List, the unverified List, the Entity List or the Debarred List as maintained
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by the Office of Foreign Assets Control of the U.S. Department of the
Treasury or by the Bureau of Industry and Security of the U.S.
Department of Commerce (or their successors), or on any other list of
persons or entities with which the City may not do business under any
applicable law, rule, regulation, order or judgment. "Affiliate of Contractor"
means a person or entity that directly (or indirectly through one or more
intermediaries) controls, is controlled by or is under common control with
Contractor. A person or entity will be deemed to be controlled by another
person or entity if it is controlled in any manner whatsoever that results in
control in fact by that other person or entity (either acting individually or
acting jointly or in concert with others) whether directly or indirectly and
whether through share ownership, a trust, a contract or otherwise.
H. Contractor understands and will abide by all provisions of the
Municipal Code of the City of Evanston.
6.02 Economic Disclosure Statement and Affidavit
The Contractor has provided the City with an Economic Disclosure Statement
(EDS) and Affidavit, "Familial Relationships with Elected City Officials and Department
Heads," which is attached hereto as Exhibit 5 and incorporated by reference as if fully
set forth herein. Contractor shall apprise the City Manager promptly of any changes in
the information provided in the EDS by completing and submitting a revised EDS.
In addition, the Contractor shall provide the City with copies of its latest articles of
incorporation, bylaws and resolutions, or partnership or joint venture agreement, as
applicable, and evidence of its authority to do business in the State of Illinois, including
without limitation, registrations of assumed names or limited partnerships and
certifications of good standing with the Office of the Secretary of State of Illinois.
6.03 Conflict of Interest
Pursuant to 65 ILCS 5/3.1-55-10, no member of the governing body of the City or
other unit of government, no other officer, employee, or agent of the City or other unit of
government who exercises any functions or responsibilities in connection with the
Services to which this Agreement or any related subcontract pertain, shall have any
personal economic or financial interest, directly or indirectly, in this Agreement or any
such subcontract except to the extent that such benefits are provided equally to all
residents and/or business owners in the Area. Furthermore, no City official, agent or
employee shall be a Subcontractor, employee or shareholder of the Contractor or
receive anything of value from the Contractor.
No member of or delegate to the Congress of the United States or the Illinois
General Assembly and no alderman of the City or City employee shall be admitted to
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any share or part of this Agreement or to any financial benefit arising from it. The
Contractor acknowledges that any agreement entered into, negotiated or performed in
violation of any of the provisions of Section 1-10-4, "Code of Ethics," of the Municipal
Code of the City of Evanston shall be voidable by the City.
The Contractor covenants that it, its officers, directors, and employees, as well
as the officers, directors, and employees of each of its members if the members are a
joint venture, and its Subcontractors presently have no financial interest and shall
acquire no interest, direct or indirect, in the Services undertaken by the Contractor
pursuant to the Agreement that would conflict in any manner or degree with the
performance of the Services. The Contractor further covenants that in the performance
of this Agreement, no person having any such interest shall be employed. The
Contractor agrees that if the City Manager in his or her reasonable judgment
determines that any of the Contractor's services for others conflict with the Services the
Contractor is to provide for the City under this Agreement, the Contractor shall
terminate such other services immediately upon request of the City.
6.04 Non -Liability of Public Officials
No official, employee or agent of the City shall be charged personally by the
Contractor, or by any assignee or Subcontractor of the Contractor, with any liability or
expenses of defense or be held personally liable to them under any term or provision
hereof, because of the City's execution or attempted execution hereof, or because of
any breach hereof.
6.05 Independent Contractor
The Contractor shall perform under this Agreement as an independent contractor
to the City and not as a representative, employee, agent or partner of the City.
6.06 Business Relationships with Elected Officials
Pursuant to Subsection 1-10-4(C)(3)(b) of the Municipal Code of the City of
Evanston, it is illegal for any elected official of the City, or any person acting at the
direction of such official, to contact, either orally or in writing, any other City official or
employee with respect to any matter involving any person with whom the elected official
has a business relationship, or to participate in any discussion in any City Council
committee hearing or in any City Council meeting or in any other public meeting, or to
vote on any matter involving the person with whom an elected official has a business
relationship. Violation of Subsection 1-10-4(C)(3)(b) of the Municipal Code of the
City of Evanston by any elected official with respect to this Agreement is
grounds for termination of this Agreement.
6.07 Deemed Inclusion
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Provisions required by law, ordinances, rules, regulations or executive orders to
be inserted in this Agreement are deemed inserted in this Agreement whether or not
they appear in this Agreement or, upon application by either party, this Agreement will
be amended to make the insertion; however, in no event will the failure to insert the
provisions before or after this Agreement is signed prevent its enforcement.
6.08 Ethics
A. In addition to other warranties and representations, Contractor warrants that no
payment, gratuity or offer of employment will be made in connection with this
Agreement by or on behalf of any Subcontractors to Contractor or higher tier
subcontractors or anyone associated with them, as an inducement for the award
of a subcontract or order.
B. Contractor further acknowledges that any Agreement entered into, negotiated
or performed in violation of any of the provisions of Section 1-10-4 of the
Municipal Code of the City of Evanston is voidable as to the City.
ARTICLE 7 EVENTS OF DEFAULT, REMEDIES, TERMINATION, RIGHT TO
OFFSET, SUSPENSION
7.01 Events of Default Defined
The following constitute events of default:
A. Any material misrepresentation, whether negligent or willful and whether
in the inducement or in the performance, made by Contractor to the City.
B. Contractor's material failure to perform any of its obligations under the
Agreement including, but not limited to, the following:
(1) failure to commence or ensure timely completion of the Services
due to a reason or circumstance within Contractor's reasonable
control;
(2) failure to perform the Services in a manner satisfactory to the City;
(3) failure to promptly re -perform within a reasonable time Services
that were rejected as erroneous or unsatisfactory;
(4) discontinuance of the Services for reasons within the Contractor's
reasonable control;
(5) failure to comply with a material term of this Agreement, including
but not limited to the provisions concerning insurance and
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nondiscrimination; and
(6) any other acts specifically and expressly stated in this Agreement
as constituting an event of default.
C. The Contractor's default under any other agreement it may presently have
or may enter into with the City during the life of this Agreement. The
Contractor acknowledges and agrees that in the event of a default under
this Agreement the City may also declare a default under any such other
agreements.
7.02 Remedies
The occurrence of any event of default which the Contractor fails to cure within
14 calendar days after receipt of notice specifying such default or which, if such event
of default cannot reasonably be cured within 14 calendar days after notice, the
Contractor fails, in the sole opinion of the City Manager, to commence and continue
diligent efforts to cure, permits the City to declare the Contractor in default. Whether to
declare the Contractor in default is within the sole discretion of the City Manager.
Written notification of the default, and any intention of the City to terminate the
Agreement, shall be provided to Contractor and such decision is final and effective
upon Contractor's receipt of such notice. Upon receipt of such notice, the Contractor
must discontinue any services, unless otherwise directed in the notice, and deliver all
materials accumulated in the performance of this Agreement, whether completed or in
the process of completion, to the City. At such time the City may invoke any legal or
equitable remedy available to it including, but not limited to, the following:
A. The right to take over and complete the Services or any part thereof as
agent for and at the cost of the Contractor, either directly or through
others. The Contractor shall have, in such event, the right to offset from
such cost the amount it would have cost the City under the terms and
conditions herein had the Contractor completed the Services.
B. The right to terminate this Agreement as to any or all of the Services yet
to be performed, effective at a time specified by the City.
C. The right of specific performance, an injunction or any other appropriate
equitable remedy.
D. The right to money damages.
E. The right to withhold all or any part of Contractor's compensation
hereunder.
F. The right to deem Contractor non -responsible in future contracts to be
20
awarded by the City.
If the City considers it to be in its best interest, it may elect not to declare default
or to terminate this Agreement. The parties acknowledge that this provision is solely for
the benefit of the City and that if the City permits the Contractor to continue to provide
the Services despite one or more events of default, the Contractor is in no way relieved
of any of its responsibilities, duties or obligations under this Agreement nor does the
City waive or relinquish any of its rights. No delay or omission to exercise any right
accruing upon any event of default impairs any such right nor shall it be construed as a
waiver of any event of default or acquiescence therein, and every such right may be
exercised from time to time and as often as may be deemed expedient.
7.03 Suspension
The City may at any time request that the Contractor suspend its Services, or
any part thereof, by giving 15 days prior written notice to the Contractor or upon no
notice in the event of emergency. No costs incurred after the effective date of such
suspension shall be allowed. The Contractor shall promptly resume its performance
upon written notice by the City Manager. The Budget may be revised pursuant to
Section 5.02 to account for any additional costs or expenses actually incurred by the
Contractor as a result of recommencing the Services.
7.04 No Damages for Delay
The Contractor agrees that it, its members, if a partnership or joint venture and
its Subcontractors shall make no claims against the City for damages, charges,
additional costs or hourly fees for costs incurred by reason of delays or hindrances by
the City in the performance of its obligations under this Agreement.
7.05 Early Termination
In addition to termination for default, the City may, at any time, elect to
terminate this Agreement or any portion of the Services to be performed under it at the
sole discretion of the City Manager by a written notice to the Contractor. If the City
elects to terminate the Agreement in full, all Services shall cease and all materials
accumulated in performing this Agreement, whether completed or in the process of
completion, shall be delivered to the City Manager within 10 days after receipt of the
notice or by the date stated in the notice.
During the final ten days or other time period stated in the notice, the Contractor
shall restrict its activities, and those of its Subcontractors, to winding down any reports,
analyses, or other activities previously begun. No costs incurred after the effective date
of the termination are allowed. Payment for any Services actually and satisfactorily
performed before the effective date of the termination shall be on the same basis as
21
set forth in Article 5 hereof, but if any compensation is described or provided for on the
basis of a period longer than ten days, then the compensation shall be prorated
accordingly.
If a court of competent jurisdiction determines that the City's election to terminate
this Agreement for default has been wrongful, then such termination shall be deemed to
be an early termination.
ARTICLE 8 GENERAL CONDITIONS
8.01 Entire Agreement
This Agreement, and the exhibits attached hereto and incorporated hereby, shall
constitute the entire agreement between the parties and no other warranties,
inducements, considerations, promises, or interpretations shall be implied or impressed
upon this Agreement that are not expressly addressed herein.
8.02 Counterparts
This Agreement is comprised of several identical counterparts, each to be fully
executed by the parties and each to be deemed an original having identical legal effect.
8.03 Amendments
No changes, amendments, modifications or discharge of this Agreement, or any
part thereof, shall be valid unless in writing and signed by the authorized agent of the
Contractor and the City Manager, or their successors and assigns. The City shall incur
no liability for revised services without a written amendment to this Agreement pursuant
to this Section.
8.04 Compliance with All Laws
The Contractor shall at all times observe and comply with all applicable laws,
ordinances, rules, regulations and executive orders of the federal, state and local
government, now existing or hereinafter in effect, which may in any manner affect the
performance of this Agreement.
8.05 Compliance with ADA and Other Accessibility Laws
If this Agreement involves services to the public, the Contractor warrants that all
Services provided hereunder shall comply with all accessibility standards for persons
with disabilities or environmentally limited persons including, but not limited to the
following: Americans with Disabilities. Act of 1990, 42 U.S.C. § 12101 et seq. and the
Rehabilitation Act of 1973, 29 U.S.C. §§ 793-94. In the event that the above cited
standards are inconsistent, the Contractor shall comply with the standard providing
22
greater accessibility.
If this Agreement involves design for construction and/or Construction, the
Contractor warrants that all design documents produced and/or used under this
Agreement shall comply with all federal, state and local laws and regulations regarding
accessibility standards for persons with disabilities or environmentally limited persons
including, but not limited to, the following: Americans with Disabilities Act of 1990, 42
U.S.C. § 12101 et seq. and the Americans with Disabilities Act Accessibility Guidelines
for Buildings and Facilities; the Architectural Barriers Act, P.L. 90-480 and the Uniform
Federal Accessibility Standards; and the Environmental Barriers Act, 410 ILCS 25/1 et
seq., and the regulations promulgated thereto at III. Admin. Code tit. 71, ch. 1, §
400.110. In the event that the above cited standards are inconsistent, the Contractor
shall comply with the standard providing greater accessibility. If the Contractor fails to
comply with the foregoing standards, it shall perform again at no expense all services
required to be re -performed as a direct or indirect result of such failure.
8.06 Assigns
All of the terms and conditions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective legal representatives,
successors, transferees and assigns.
8.07 Severability
If any provision of this Agreement is held or deemed to be or shall in fact be
inoperative or unenforceable as applied in any particular case in any jurisdiction or in
all cases because it conflicts with any other provision hereof or of any constitution,
statute, ordinance, rule of law or public policy, or for any other reason, such
circumstances shall not have the effect of rendering such provision inoperative or
unenforceable in any other case or circumstances, or of rendering any other provision
herein invalid, inoperative, or unenforceable to any extent. The invalidity of any one or
more phrases, sentences, clauses or sections herein shall not effect the remaining
portions of this Agreement or any part thereof.
8.08 Interpretation
All headings in this Agreement are for convenience of reference only and do not
define or limit the provisions thereof. Words of gender are deemed to include
correlative words of the other gender. Words importing the singular number include the
plural number and vice versa, unless the context otherwise indicates. All references to
exhibits or documents are deemed to include all supplements and/or amendments to
such exhibits or documents if entered into in accordance with the terms and conditions
hereof and thereof. All references to persons or entities are deemed to include any
persons or entities succeeding to the rights, duties, and obligations of such persons or
23
entities in accordance with the terms and conditions herein.
8.09 Miscellaneous Provisions
Whenever under this Agreement the City by a proper authority waives the
Contractor's performance in any respect or waives a requirement or condition to the
Contractor's performance, the waiver, whether express or implied, applies only to that
particular instance and is not a complete or permanent waiver or for subsequent
instances of the performance, requirement or condition. No waiver shall be construed
as a modification of the Agreement regardless of the number of times the City may
have waived the performance, requirement or condition.
8.10 Contractor Affidavit
The Contractor must provide to the City, no later than thirty days after the end of
each year, a fully executed and notarized Affidavit certifying the expenditures and
Services provided for the prior year. The form of this affidavit is attached as Exhibit 6
and incorporated by reference.
8.11 Governing Law and Jurisdiction
This Agreement is governed as to performance and interpretation in accordance
with the laws of the State of Illinois.
ARTICLE 9 NOTICES
Notices provided for herein shall be in writing and may be delivered personally or
by United States mail, first class, certified, return receipt requested, with postage
prepaid and addressed as follows:
If to the City: City of Evanston
Attn: Wally Bobkiewicz, City Manager
2100 Ridge Avenue
Evanston, IL 60201
With a copy to: City of Evanston
Attn: W. Grant Farrar, Corporation Counsel
2100 Ridge Avenue
Evanston, IL 60201
If to the Contractor: [INSERT]
Changes in the above -referenced addresses must be in writing and delivered in
accordance with the provisions of this Section. Notices delivered by mail shall be
deemed received 3 days after mailing in accordance with this Section. Notices
24
delivered personally shall be deemed effective upon receipt.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date executed by the City ("Effective Date").
CONTRACTOR:
[INSERT]
an Illinois not -for -profit corporation
By:
NAME
Its President
CITY:
THE CITY OF EVANSTON, ILLINOIS
By:
Wally Bobkiewicz
Its City Manager
25
EXHIBIT 1
Scope of Services
Special Service Area Number 6
Advertising & Promotion
Public Way Maintenance
Public Way Aesthetics
Business Development
Administration
Tenant Retention/Attraction
District Planning
26
EXHIBIT 2
Budget
Evanston Special Service Area No. 6
Expenses
2015- 2016
2017
Advertising and Promotions ( $15,000
$30,000
Public Way Aesthetics
$125,0001
$1 10,000
Public Way Maintenance
I $49,000
$34,300
Business Development
$7,500
$17,500
Administration
$5,000;
$5,050
Total Expenses $201,500 $196,850
27
EXHIBIT 3
Contractor Insurance Provisions
Special Services Area
Contractor must provide and maintain at Contractor's own expense, during the term of
the Agreement and time period following expiration if Contractor is required to return and
perform any of the Services or Additional Services under this Agreement, the insurance
coverage and requirements specified below, insuring all operations related to the
Agreement.
A. INSURANCE TO BE PROVIDED
1) Workers Compensation and Employers Liabilitv
Workers Compensation Insurance, as prescribed by applicable law, covering all
employees who are to provide a service under this Agreement and Employers Liability
coverage with limits of not less than $500,000 for each accident, illness or disease.
2) Commercial General Liabilitv (Primary and Umbrella)
Commercial General Liability Insurance or equivalent with limits of not less than
$2,000.000 per occurrence for bodily injury, personal injury and property damage
liability. Coverages must include the following: All premises and operations,
products/completed operations, separation of insureds, defense and contractual liability.
The City of Evanston is to be named as an additional insured on a primary, non-
contributory basis for any liability arising directly or indirectly from the work of Services.
3) Automobile Liabilitv (Primary and Umbrella)
When any motor vehicles (owned, non -owned and hired) are used in connection with
Services to be performed, Contractor must provide Automobile Liability Insurance with
limits of not less than $1,000,000 per occurrence for bodily injury and property damage.
The City of Evanston is to be named as an additional insured on a primary, non-
contributory basis.
4) Professional Liabilitv
When any professional consultants (e.g.; CPA's,. Attorney, Architects, Engineers)
perform work in connection with this Agreement, Professional Liability Insurance
covering acts, errors, or omissions must be maintained with limits of not less than
$1,000,000. When policies are renewed or replaced, the policy retroactive date must
coincide with, or precede start of work on the Contract. A claims -made policy which is
not renewed or replaced must have an extended reporting period of two (2) years.
5) Crime
The Contractor is responsible for all persons handling funds under this Agreement,
against loss by dishonesty; robbery, burglary, theft, destruction or disappearance,
computer fraud, credit card forgery and other related crime risks.
B. SECURITY FIRMS
If the Contractor enters into a subcontract with a Security Firm, such Security Firm must
be certified by State of Illinois, and the Security Firm's employees must be registered
and certified by the State. Contractor must ensure and require any Security Firm
subcontractor to comply with the Risk Management Division approved Security Firm
Insurance Provision set forth in Exhibit 5 of this Agreement, attached hereto and
incorporated by references as though fully set forth herein.
C. ADDITIONAL REQUIREMENTS
Contractor must furnish to the City Manager, City of Evanston, Civic Center, 2100 Ridge
Avenue, Evanston, Illinois 60201, original Certificates of Insurance, or such similar
evidence, to be in force on the date of this Agreement, and Renewal Certificates of
Insurance, or such similar evidence, if the coverages have an expiration or renewal date
occurring during the term of this Agreement. Contractor must submit evidence of
insurance prior to execution of this Agreement. The receipt of any certificate does not
constitute agreement by the City that the insurance requirements in the Agreement have
been fully met or that the insurance policies indicated on the certificate are in compliance
with all Agreement requirements. The failure of the City to obtain certificates or other
insurance evidence from Contractor is not a waiver by the City of any requirements for
the Contractor to obtain and maintain the specified coverages. Contractor must advise
all insurers of the Agreement provisions regarding insurance. Non -conforming insurance
does not relieve Contractor of the obligation to provide insurance as specified in this
Agreement. Nonfulfillment of the insurance conditions may constitute a violation of the
Agreement, and the City retains the right to suspend this Agreement until proper
evidence of insurance is provided, or the Agreement may be terminated.
The Contractor must provide for 60 days prior written notice to be given to the City in the
event coverage is substantially changed, canceled or non -renewed.
Any deductibles or self -insured retentions on referenced insurance coverages must be
borne by Contractor.
Contractor hereby waives and agrees to require their insurers to waive their rights of
subrogation against the City of Evanston, its employees, elected officials, agents or
representatives.
The coverages and limits furnished by Contractor in no way limit the Contractor's
liabilities and responsibilities specified within the Agreement or by law.
Any insurance or self-insurance programs maintained by the City of Evanston do not
contribute with insurance provided by Contractor under this Agreement.
29
The required insurance to be carried is not limited by any limitations expressed in the
indemnification language in this Agreement or any limitation placed on the indemnity in
this Agreement given as a matter of law.
If Contractor is a joint venture or limited liability company, the insurance policies must
name the joint venture or limited liability company as a named insured.
Contractor must require all Subcontractors to provide the insurance required in this
Agreement, or Contractor may provide the coverages for Subcontractors. All
Subcontractors are subject to the same insurance requirements of Contractor unless
otherwise specified in this Agreement.
In the event Contractor fails to purchase or procure insurance as required above, the
parties expressly agree that Contractor shall be in default under this Agreement, and that
the City may recover all losses, attorney's fees and costs expended in pursuing a
remedy or reimbursement; at law or in equity, against Contractor.
If Contractor or Subcontractor desire additional coverages, the party desiring the
additional coverages is responsible for the acquisition and cost.
Notwithstanding any provision in the Contract to the contrary, the City of Evanston
Corporation Counsel maintains the right to modify, delete, alter or change these
requirements.
30
EXHIBIT 4
Security Firm Insurance Provisions
CONTRACT INSURANCE REQUIREMENTS
The Security Firm must provide and maintain at Security Firm's own expense, until
Contract completion and during the time period following expiration if Security Firm is
required to return and perform any additional work, the insurance coverages and
requirements specified below, insuring all operations related to the Contract.
A. INSURANCE TO BE PROVIDED
1) Workers Compensation and Emplovers Liabilitv
Workers Compensation Insurance, as prescribed by applicable law covering all
employees who are to provide work wider this Contract and Employers Liability coverage
with limits of not less than $500,000 each accident, illness or disease.
2) Commercial General Liabilitv (Primary and Umbrella)
Commercial General Liability Insurance or equivalent with limits of not less than
$1,000,000 per occurrence for bodily injury, personal injury, and property damage
liability. Coverages must include the following: All premises and operations,
products/completed operations, separation of insureds, defense, and contractual liability.
The City of Evanston and Contractor are to be named as an additional insureds on a
primary, non-contributory basis for any liability arising directly or indirectly from the work.
3) Automobile Liabilitv (Primary and Umbrella)
When any motor vehicles (owned, non -owned and hired) are used in connection with
work to be performed, the Security Firm must provide Automobile Liability Insurance with
limits of not less than $1,000,000 per occurrence for bodily injury and property damage.
The City of Evanston and Contractor are to be named as an additional insureds on a
primary, non-contributory basis.
4) Professional Liabilitv
Professional Liability Insurance covering acts, errors, or omissions must be maintained
by the Security Firm with limits of not less than $1,000,000. When policies are renewed
or replaced, the policy retroactive date must coincide with, or precede, start of work on
the Contract. A claims -made policy which is not renewed or replaced must have an
extended reporting period of two (2) years.
B. ADDITIONAL REQUIREMENTS
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The Security Firm must furnish the City Manager, City of Evanston, Civic Center, 2100
Ridge Avenue, Evanston, Illinois 60201, original Certificates of Insurance, or such similar
evidence, to be in force on the date of this Contract, and Renewal Certificates of
Insurance, or such similar evidence, if the coverages have an expiration or renewal date
occurring during the term of this Contract. The receipt of any certificate does not
constitute agreement by the Contractor that the insurance requirements in the Contract
have been fully met or that the insurance policies indicated on the certificate are in
compliance with all Contract requirements. The failure of the Contractor to obtain
certificates or other insurance evidence from Security Firm is not a waiver by the
Contractor of any requirements for the Security Firm to obtain and maintain the specified
coverages. The Security Firm shall advise all insurers of the Contract provisions
regarding insurance. Non -conforming insurance does not relieve Security Firm of the
obligation to provide insurance as specified herein. Nonfulfillment of the insurance
conditions may constitute a violation of the Contract, and the Contractor retains the right
to stop work until proper evidence of insurance is provided, or the Contract may be
terminated.
The Security Firm must provide for 60 days prior written notice to be given to the
Contractor in the event coverage is substantially changed, canceled, or non -renewed.
Any deductibles or self -insured retentions on referenced insurance coverages must be
borne by Security Firm.
The Security Firm hereby waives and agrees to require their insurers to waive their rights
of subrogation against the Contractor and the City of Evanston, its employees, elected
officials, agents, or representatives.
The coverages and limits furnished by Security Firm in no way limit the Security Firm's
liabilities and responsibilities specified within the Contract or by law.
Any insurance or self-insurance programs maintained by the Contractor do not
contribute with insurance provided by the Security Firm under the Contract.
The required insurance to be carried is not limited by any limitations expressed in the
indemnification language in this Contract or any limitation placed on the indemnity in this
Contract given as a matter of law.
If Security Firm is a joint venture or limited liability company, the insurance policies must
name the joint venture or limited liability company as a named insured.
The Security Firm must require all subcontractors to provide the insurance required
herein, or Security Firm may provide the coverages for subcontractors. All
subcontractors are subject to the same insurance requirements of Security Firm unless
otherwise specified in this Contract.
If Security Firm or subcontractor desires additional coverages, the party desiring the
additional coverages is responsible for the acquisition and cost.
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Notwithstanding any provision in the Contract to the contrary, the City of Evanston
Corporation Counsel maintains the right to modify, delete, alter or change these
requirements.
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EXHIBIT 5
Economic Disclosure Statement and Affidavit
Section 1-18-1 of the Evanston City Code requires all persons seeking to do business with
the City to provide the following information with their agreement. Every question must be
answered. If the question is not applicable, answer with "NA".
APPLICANT NAME:
APPLICANT ADDRESS:
TELEPHONE NUMBER:
FAX NUMBER:
APPLICANT is (Check One)
1. Corporation O 2. Partnership O 3. Sole Owner ( ) 4. Association ( )
5. Other( )
Please answer the following questions on a separate attached sheet if necessary.
SECTION I - CORPORATION
1 a. Names and addresses of all Officers and Directors of Corporation.
1 b. (Answer only if corporation has 33 or more shareholders.) Names and addresses of
all those shareholders owning shares equal to or in excess of 3% of the
proportionate ownership interest and the percentage of shareholder interest. (Note:
Corporations which submit S.E.C. form 10K may substitute that statement for the
material required herein.)
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1 c. (Answer only if corporation has fewer than 33 shareholders.) Names and addresses
of all shareholders and percentage of interest of each herein. (Note: Corporations
which submit S.E.C. form 10K may substitute that statement for the material
requested herein.)
SECTION 2 - PARTNERSHIP/ASSOCIATION/JOINT VENTURE
2a. The name, address, and percentage of interest of each partner whose interests
therein, whether limited or general, is equal to or in excess of 3%.
2b. Associations: The name and address of all officers, directors, and other members
with 3% or greater interest.
SECTION 3 - TRUSTS
3a. Trust number and institution.
3b. Name and address of trustee or estate administrator.
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3c. Trust or estate beneficiaries: Name, address, and percentage of interest in total
entity.
SECTION 4 - ALL APPLICANTS - ADDITIONAL DISCLOSURE
4a. Specify which, if any, interests disclosed in Section 1, 2, or 3 are being held by an
agent or nominee, and give the name and address of principal.
4b. If any interest named in Section 1,2, or 3 is being held by a "holding" corporation or
other "holding" entity not an individual, state the names and addresses of all parties
holding more than a 3% interest in that "holding" corporation or entity as required in
1(a), 1(b), 1(c), 2(a), and 2(b).
4c. If "constructive control" of any interest named in Sections 1,2, 3, or 4 is held by
another party, give name and address of party with constructive control.
("Constructive control" refers to control established through voting trusts, proxies, or
special terms of venture of partnership agreements.)
I have not withheld disclosure of any interest known to me. Information provided is
accurate and current.
Date Signature of Person Preparing Statement
Title
ATTEST: (Notary Seal)
Notary Public
Commission Expires:
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EXHIBIT 6
Contractor Affidavit
Contractor Name:
Special Service Area Number:
Agreement ("Agreement"):
Agreement between the City of Evanston and dated
relating to the provision of special services.
AFFIDAVIT
The undersigned, , as , and on
behalf of having been duly sworn under oath, certifies
that in the year it performed that portion of the Services described in Exhibit 1 of the
Agreement in accordance with the terms of the Agreement, to the extent described in the
attached Full -Year Assessment Form and that it spent that portion of funds obtained
from the City in connection with that Agreement on the Services described in Exhibit 1,
to the extent described in the attached Full -Year Assessment Form . The Full Year
Assessment Form shall be in the form prescribed by the City and shall contain such level
of detail as the City may require from time to time.
Nothing in this Affidavit may be construed as limiting Contractor's obligations under the
Agreement. All terms not defined in this Affidavit will be as defined in the Agreement.
Under penalty of perjury, I certify that I am authorized to execute this Affidavit on behalf
of the Contractor, that I have personal knowledge of the certifications made in this
Affidavit, and that they are true and correct.
NAME OF CONTRACTOR:
Signature of Authorized Officer:
Name of Authorized Officer:
State of Illinois
County of Cook
Sworn to and acknowledges before me by [Name
of Signatory] as [Title] of
[Name of Contracting Party] this day of , 2015.
Notary Public
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