HomeMy WebLinkAboutCondenser_People__CPI__AgreementL-t-
--Citv of
Evanston:
AGREEMENT
(Goods and Services up to $25,000)
The Parties to his Agreement are he City of Evanston and Vendor. This Agreement, consisting of fie signafure page and numbered sections listed
belo$, and any attadlments referenced in his Agreement, constitutes he entire Agreement between he Panies conceming he subied mafier of he
Agre€rnent d supersedes all prior proposals, Agreements and understandings between he Parlies conceming he subject matter of he
Agreement. This Agreement can be signed in multiple counterparh and signafure may be electronic or digital upon agreement of he Parties.
TERM AND TERi'INATIOI{
DESCRIPTIOI{ OF SUPPLIES AI{D SERVICES
PRICING
STANDARD BUSII{ESS TERiiIS AI{D COI{DITIONS
STANDARD CERTIFICATIOI{S
DISCLOSURES AND COI{FLICTS OF INTEREST
SUPPLEIIIENTAL PROVISIONS
ln consideration of the mutual covenants and agreements mntained in his Agreement, and for other good and valuable consideration, he receipt
and suffciency ofwhich a[e hereby acknowledged, fie Parties agree to the terms and conditions set forth herein and have caused his Agreement to
be executed by heir duly authorized representatives on fie dates shown below.
1.
2.
3.
4.
5.
6.
7.
VENDOR
(Vendor Name)
Signature
Printed Name
Ti e
Address
e
L(t
!C
CITY OF EVANSTON
(Procuring Deparlment Name)
Offcial Signature
Prinled Name
Date b / n/aLl
,\
Title Date
5
L bwtb
Designee Signature
Printed Name
pnone P;!? 1( q- ?, 0t\Fax Title
E-rnail Coqden rrr ,u oolu 0 a rnr,t.\ . torn Address
CITY USE ONLY
PB&
tfif PARI oF co[tRAcru/lt PRoyrsrows
PKid Tik
bntrdt Pt@ut Enltldhd lFB, RFP, Sma,l etc)l
Rel. #Pu ic8lbn Dete:Agerd Axk:
Sulr{/./tEr.tot Wizdion? f Yes I No sut{,atu6r,t(, Discij(,ue? T Yes T o
FUN\N Source Oqitdion #
ApDroval:
Sbn'dhne Daldtuinled Nfie
Plt.,lt E-tuail
Revision 12nMg Pw1
Luke Stowe
City Manager 05 / 24 / 2024
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
TERi' AND TERMINATION
1.1 TERM OF THIS AGREEME T: This Agreement has an initial term of (slrow Deginning and end date u length in nonlhs or other measure
of ,,he). lf a start date is not identified, the term shall commence upon the last dated signature of the Parties.
Verdor shall not cornmence billable work in furherance of he Agreement pflor to fnal execltjfi of fie Agreemenl
1,2 RENEWAL: Subject to the maximum totalterm as identified above, the City has he option to renew br fE frrloy{ing Erm(s): (ltte sf/indbn
drt not povile tor ffiewal odions, tE Ageenenl nay M itldude arry rcrffial qrJns.)
Pricing for the renewal term(s), or the formula for determining price is shou/n in the pricing section of this Agreement.
Any renewal is subject to the same terms and conditons as the original Agreement except as stated below in this subsection. The City may renew
fiis Agreement for any or all of he option peflods s@fed; may exercise any of fie renewal options eady and may exercise rnore han one option at a lime
based on conlinuing need and favorable martet conditons when in he best interest offie City. The Agreement shall not renew automatically norshall he
Agreement renew solely at Vendo/s option.
1.3 TERi'llNATlON FOR CAUSE: The City may terminate this Agreement, in $/hole or in part, immediately upon notice to Vendor it (a) the
City determines that the actions or inactions of Vendor, its agents, employees or subcontractors have caused, or reasonably muld cause, jeopardy
to health, safety, or property, or (b) Vendor has notified the City that it is unable or unwilling to perform the Agreement.
lf Vendor fails to perform to the City's satisfaction any material requirement of this Agreement, is in violation of a material provision of this
Agreement, or the City determines that Vendor lacks the financial resources to perform the Agreement, he City shall provide written notice to Vendor
to cure the problem identlied within the period of time specifed in the City's written notice. lf not cured by trrat date, the City may either: (a)
immediately terminate the Agreement $/ithout additional written notice or (b) enforce the terms and conditions of the Agreement.
For termination due to any of $e causes contained in this Section, the City retains its rights to seek any available legal or equjtable remedies and
damages.
1.4 TERMINATION FOR CONVENIENCE: The City may, for its convenience and , ith 7 days prior $/ritten notjce to Vendor, terminate this
Agreement in whole or in part and without payment of any penalty or incuring any furher obligation to Vendor. Vendor shall be entiued to
compensation upon submission of invoices and proof of claim for supplies and services provided in compliance with $is Agreement up to and
including the date of termination.
2.DESCRIPTION OF SUPPLIES AND SERVICES
2.1 GOAL: To utilize the knowledge and expertise of Vendor, fiat is lacking in the Procuring Department's staff, to obtain supplies and
services necessary to help meet the responsibilities of he Procuring Department.
2,2 SUPPLIES ANOIOR SERVICES REQUIRED:
2.3 MILESTONES AND DELIVERABLES: Vendor shall not perform services, provide supplies or incur expenses in amount exceeding the
amount shown in this Section, unless the City has authorized a higher amount in writing prior to Vendor performing the services, providing he
supplies, or incurring the expenses.
Nolto-exceed $
2.4 VENDOR / STAFF SPECIFICATIONS: (to be filled in as needed)
2.5 ASSIGNMENTANDSUBCONTRACTING:
2.5.1 This Agreement may not be assigned, transfened in whole or in part by Vendor wihout the prior written consent of the City
2.5.2 For purposes of this section, submntractors are lly hired to perform all or part of the work covered by the Agreement.
Will subcontractors be utilized? E Yes N
2.5.3 Vendor shall describe below the names and resses of all authorized subcontractors to be utjlized by Vendor in []e performance of this
Agreement, together with a description of the work to be performed by he subcontractor and the anticipated amount of money that each
subcontractor is expected to receive pursuant to this Agreement. Vendor shall provide a copy of any subcontracts within 20 days of execution of this
Agreement for approval by the City. Vendor shall be responsible for the accuracy and quality of any subcontractor's performance.
Revised March 25,2024 Page 2 Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Su bcon tractor Name
Address
Amount to be paid
Description of work_
Subcontractor Name
Address
Amount to be
oescnptron of work_
2.5.4 Vendor shall obtain approval from the City prior to hiring any additonal or substitute subcontractors during the term of this Agreement.
Vendor may, upon request of the City, provide to the City a drafl subcontractor agreement for review and approval prior to the execution of the
subcontract. Subontractor agreements shall provide that services to be performed under the subcontracting agreement shall not be sublet, sold,
transferred, assigned or otheMise disposed of to another entity or person without the City's prior written consent.
2.5.5 All subconkacts must include the same certificatjons that Vendor must make as a condition of this Agreement.
2,6 TRANSPORTATION AND DELIVERY:
2.7 WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise specified in this section all services shall be performed in the United
States. lf Vendor manufactures the supplies or performs the services purchased hereunder in another country in violation of this provision, such
action may be deemed by the City as a breach of the Agreement by Vendor. Vendor shall disclose he locations where the services required shall
be performed and the known or anticipated value of the services to be performed at each location. lf Vendor received additional consideration in the
evaluation based on ','/ork being performed in the United States, it shall be a breach of contract if Vendor shifls any such work outside the United
States.
Location where services will be performed
Value of servic€s perfomed at this locatron
Location where services will be performed
Value of services performed at this location
2.8 SCHEDULE OF WORK: Any work performed on City premises shall be done during he hours designated by the City and performed in a
manner that does not interfere with the City and its personnel.
2.9 WARRANTIES FOR SUPPLIES AND SERVICES:
2.9.1 Vendor warrants that the supplies fumished under this Agreement will: (a) conform to the standards, specifications, drawing, samples or
descriptions furnished by the City or tumished by Vendor and agreed to by fre City, including but not limited to all specifications attached as exhibits
hereto; (b) be merchantable, of good quality and ,,r/orkmanship, and free from defects for a period of twelve months or longer if so specified in writjng,
and fit and sufficient for the intended use; (c) mmply witr all federal and City laws, regulations and ordinances pertaining to tre manufacturing,
packing, labeling, sale and delivery of the supplies; (d) be of good tifle and be free and clear of all liens and encumbrances and; (e) not infringe any
patent, copyright or other intellectual property rights of any third party. Vendor agrees to reimburse he City for any losses, costs, damages or
expenses, including without limitations, reasonable attorney's fees and expenses, arising fiom failure oFthe supplies to meet such v{ananties.
2.9.2 Vendor shall insure that all manufacturers' waranties are transfened to the City and shall provide a copy of the wananty. These
warrantjes shall be in addition to all other warranties, express, implied or statutory, and shall survive []e City's payment, acceptance, inspection or
failure to inspect the supplaes.
2.9.3 Vendor warrants that all services will be performed to meet the requirements of the Agreement in an efficient and effective manner by
trained and competent personnel. Vendor shall monitor performances of each individual and shall reassign immediately any individual who is not
performing in accordan@ with the Agreement, who is disruptive or not respectful of others in the workplace, or who in any way violates the
Agreement or City policies.
2.10 REPORTING, STATUS AND lriONlTORlNG SPECIFICATIONS:
2.10.1 Vendor shall immediately notify the City of any event that may have a material impact on Vendor's ability to perform the Agreement.
3. PRICING
3.1 iIETHOD AND RATE OF COiTPENSATION: The City will compensate Vendor for the initial term as follows
I Hourly
Revised March 25, 2024 Page 3 Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
E Monthly
! Annually
ffi erolect etr id'c(t-iq'1
tr Item (show unit of measure and rate)
3.2 TYPE 0F PRICING: Pricing under this Agreement is
E rir.,
fl Estimated-
3.3 RENEWAL CoI,IPENSATION: lf ihis Agreement is renewed, the price shall be at the same rate as for the initial term unless a different
compensation or formula for determining the renewal compensation is stated in this section.
3.4 EXPENSES: Any expenses that Vendor may charge are shown in this section. The City will not compensate Vendor for expenses related
to travel, lodging or meal.
3.5 TAX: Vendor shall not bill for any taxes unless accompanied by proof the City is subject to the tax. lf necessary, Vendor may request the
applicable City's lllinois tax exemption number and federal tax exemption information.
3.6 INVOICING: Vendor shall invoice at the completion of the Agreement unless invoicing is tjed in this Agreement to milestones,
deliverables, or other invoicing requirements agreed to in this Agreement.
Send invoices to
3.7 PAYMENT TERMS AND CONDITIONS
3.7.1 By submitting an invoice, Vendor certifies that the supplies or services provided meet all requirements of $e Agreement, and the amount
billed and expenses incurred are as allowed in the Agreement. lnvoices for supplies purchased, services performed and expenses incurred through
December 31 of any year must be submitted to the City no later than January 31 of he next subsequent year.
3.7.2 Payments, including late payment charges, will be paid in accordance with all applicable laws and rules of the City of Evanston and the
State of lllinois. Remedies provided for therein shall be Vendor's sole remedy for late payments by the City. Payment terms contained on Vendo/s
invoices shall have no force and effect.
3.7.3 The City will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this
Agreement by the Parties even if the effective date of the Agreement is prior to execution.
3.7.4 As a condition of receiving payment Vendor must (i) be in compliance with the Agreement, (ii) pay its employees prevailing wages $,hen
required by law (Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services,
site technician services, natural resource services, security guard and food services). Vendor is responsible for contacting the lllinois Dept. of Labor
217-782-6206, http i/www s1a1e I usrDe0artmenridoUlndex r'rtm to ensure compliance with prevailing wage requirements), (iii) pay its suppliers and
subcontractors according to the terms oftheir respective contracts, and (iv) provide lien waivers to the City upon request.
4 STANDARD BUSINESS TERMS AND CONDITIONS
4.1 AVAILABILITY OF APPROPRIATION: This Agreement is contingent upon and subject to he availability of funds. The City, at its sole
option, may terminate or suspend this Agreement, in whole or in part, without penalty or further payment being required, if a reduction in funding is
necessary or advisable based upon actual or projected budgetary considerations. Vendor will be notifred in writing of the failure of appropriation or of
a reduction or decrease.
4.2 AUDIT/RETENTION OF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of the
Agreement or subcontract and necessary to suppo( amounts charged to the City under the Agreement or submntract. Books and records, including
informatjon stored in databases or other computer systems, shall be maintained by Vendor for a period of three years from the later of the date of
final payment under the Agreement or mmpletion of the Agreement, and by the submntractor for a period of three years from the later of frnal
payment under the term or completion of the subcontract. lf federal funds are used to pay contract costs, Vendor and its subcontractors must retain
its records for five years. Books and records required to be maintained under this section shall be available for review or audit by representatives of
the City upon reasonaue notjce and during normal h]shess hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any
investigation conducted by any of these entjties. Failure to maintain books and records rEuired by his seclion shall establish a presumption in hvor of
Revised March 25, 2024 Page 4 Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
he City for he recovery of any funds paid by the City under the Agreement for which adEuate books and re@rds are not available to support the
purpo(ed disbursement. Vendor or subcontractors shall not impose a charge upon the City for audit or examination of Vendols books and records.
4.3 TIME lS OF THE ESSENCE: Time is of the essence with respect to Vendor's performance of this Agreement. Vendor shall continue to
perform its oblagations while any dispute conc€rning the Agreement is being resolved, unless otherwise directed by the City.
4,4 NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that
Party's right to exercise or enforce that or other rights in the future.
4.5 FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeaue cirwmsErc€s beyond ib
reasonaue contol and not due to its neglgeflce induding acb of nat]rc, acb of Hro{isrn, riots, labor disputes, fire, flood, explosion, and governmental
prohibition. The non-declaring Party may cancelthe Agreement without penalty if performance does not resume wihin 30 days of the declaration.
4.6 CONFIDENTIAL INFORIIIATIONIFOIA: Each Party, including its agents and subcontractors, to this Agreement may have or gain access
to confdential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under []is Agreement.
Vendor shall presume all information received from the City or to which it gains access pursuant to this Agreement is confidentral. Vendor
information, unless clearly marked as confidential and exempt from disclosure under the lllinois Freedom of lnformation Act ('FOIA), 5 ILCS 140,7
et. seq., shall be considered public. No mnfidential data collected, maintained, or used in the course of performance of the Agreement shall be
disseminated except as authorized by law and with the written consent of the disdosing Party, either during the period of the Agreement or
thereafler. The receiving Party must return any and all data collected, maintained, created or used in tfre course of the performance of the
Agreement, in whatever form it js maintained, prompuy at the end of the Agreement, or earlier at the request of the disclosing Party, or notify the
disclosing Party in writing of its destructjon. Upon notification by the City that it has received a Freedom of lnformatjon Act request that calls for
records within the Vendois control, the Vendor shall promptly provide all requested records to the City so that the City may mmply with the request
within the limited statutory tjmeframes required by FOIA. Vendor shall indemnify and defend the City from and against all claims arising from the
City's exceptions to disclosing ce(ain records which Vendor may designate as proprietary or confidential. Compliance by the City with an opinion or
a directive ftom the lllinois Public Access Counselor or he Attorney General under FOIA, or $rith a decision or order of Court rt/ith jurisdiction over
the City, shall not be a violation of this Section.
4.7 USE Al{D OWNERSHIP: All work performed or supplies created by Vendor under thjs Agreement, whether written documents or data,
goods or deliverables of any kind, shall be deemed workjor-hire under copyright law and all intellectual property and other laws, and the City is
granled sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the City all right, title, and
interest in and to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such '
rork
including any so-called "moral rights" in connection $rith the work. Vendor acknowledges the City may use the work product for any purpose.
Confidential data or information @ntained in such work shall be subject to confidentiality provjsions of this Agreement.
4.8 lNDEi,lNlFlCATlON AND LIABILITY: Vendor shall defend, indemnify and hold harmless $e City and its officers, elected and appointed
officials, agents, and employees ftom any and all liability, Iosses, or damages as a result of claims, demands, suits, actions, or proceedings of any
kind or nature, including but not limited to costs, and fees, including attorney's fees, judgments or settlements, resulting fTom or arising out of any
negligent or willful act or omission on the pa( ol Vendor or Vendols subcontractors, employees, agents or subconfactors during the performance of
this Agreement. Such indemnification shall not be limited by reason of the enumeration of any insurance coverage herein provided. This provision
shall survive completjon, expiration, or termination of this Agreement. Nothing contained herein shall be construed as prohibiting the City, or its
officers, agents, or employees, from defending through the selection and use of their own agents, attomeys, and experts, any claims, actions or suits
brought against them. Vendor shall be liable for the costs, fees, and expenses incurred in the defense of any such claims, actions, or suits. Nothing
herein shall be consfued as a limitation or waiver of defenses available to the City and employees and agents, including but not limited to the lllinois
Local Governmental and Governmental Employees Tort lmmunity Act, 745 ILCS 10/1-101 et seg.
At the City Corporation Counsel's option, Vendor must defend all suits brought upon all such Losses and must pay all costs and expenses
incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Vendor of any of
its obligations under this Agreement. Any settlement of any claim or suit related to this Project by Vendor must be made only with the prior written
consent of the City Corporation Counsel, if the settlement requires any action on the part of the City.
To the extent permissible by law, Vendor waives any limits to the amount of its obligations to indemnify, defend, or contribute to any sums
due under any Losses, including any claim by any employee of Vendor that may be subject to the lllinois Workers Compensation Act, 820 ILCS
305/1 el seg. or any other related law or judicial decision, including but not limited lo, Kotecki v. Cyclops Welding Coryoration, 146 lll. 2d 155 (1991).
The City, however, does not waive any limitations it may have on its liability under the lllinois Workers Compensation Act, the lllinois Pension Code
or any other statute. Vendor shall be responsible for any losses and costs to repair or remedy work performed under this Agreement resulting from
or arising out of any act or omission, neglect, or misconduct in the performance of its Work or its subcontractors' work. Acceptance of the work by the
City will not relieve Vendor of the responsibility for subsequent mrrectjon of any such erTor, omissions and/or negligent acts or of its liability for loss
or damage resulting therefrom. All provisions of this Section 4.8 shallsurvive completion, expiration, or termination of this Agreement.
4.9 INSURANCE: Vendor shall, at its own expense, secure and maintain in effect throughout the duration of this contract, insurance against
claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services and work
Revised March 25,2024 Page 5 Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
hereunder by Vendor, its agents, representatives, employees or subcontractoB. Vendor acknowledges and agrees that if it fails to comply with all
requirements of this Section 4.9, the City may void his Agreement. Vendor must give to the City Certificates of lnsurance identifying the City to be
an additional insured for the services required pursuant to the Agreement before City staff recommends award of the contract to City Council. Any
limitiatrons or modifcations on the Certificate of lnsurance issued to the City in compliance with this Section that conflict with the provisions of this
Section 4.9 shall have no force and effect.
lf requested, Vendor shall give the City a certified copy(ies) of the insurance policy(ies) evidencing the amounts set forth in this Sectron.
The policies must be delivered to the City wifiin two (2) weeks of the request. All insurance policies shall be written with insurance companies
licensed or authorized to do business in the State of lllinois and having a rating of not less than A-Vll according to he A.M. Best Company. Should
any of the insurance policies be canceled before the expiration date, fie issuing company will mail thirty (30) days written notice to the City. Vendor
shall require and verify that all subcontractors maintain insurance meeting all ofthe requirements stated herein.
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of fie City, either the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor
shall provide a fnancial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and
defense expenses. Vendor shall carry and maintain at its own cost with such companies as are reasonably acceptable to City all necessary liability
insurance (which shall include as a minimum the requirements set forth below) during tre term of this Agreement, for damages caused or mntributed
to by Vendor, and insuring Vendor against claims which may arise out of or result from vendor's performance or failure to perform hereunder:
a) Worker's compensation in statutory limits and employer's liability insurance in the amount of at least five hundred thousand
dollars (9500,000);
b) Comprehensive general liability coverage which designates the City as an additional insured for not less than one million dollars
($1,000,000) combined single limit for bodily injury, death and property damage, per occuren@;
c) Comprehensive automobile liability insurance covering owned, non-owned, and leased vehicles for not less than one million
dollars ($1,000,000) combined single limit for bodily injury, death, or property damage, per o@unence; and
d) Enors and omissions or professional liability insurance respecting any insurable professional services hereunder in the amount
of at least one million dollars ($1,000,000).
Vendo/s certificate of insurance shall contain a provision that the coverage afforded under the policy(s) will not be canceled or reduced
without thirty (30) days prior written notice (hand delivered or registered mail) to the City. Vendor shall prompty forward new ceffcate(s) of
insurance evidencing the coverage(s) required herein upon annual renewal of the subject policies.
Vendor understands that the acceptance of Certjficates of lnsurance, policies, and any other documents by the City in no way releases
Vendor and its subcontractors from the requirements set forth herein.
Vendor expressly agrees to waive its rights, benefts and entitlements under the'Other lnsurance' clause of its commercial general liability
insurance policy as respects the City. ln the event Vendor fails to purchase or procure insurance as required above, the parbes expressly agree that
Vendor shall be in default under this Agreement, and hat the City may recover all losses, attomey's fees and costs expended in pursuing a remedy,
or reimbursement, at law or in equity, against Vendor.
4.10 INDEPENDENT CONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee ol or joint venturer with
the City. All payments by the City shall bemadeon that basis.
1.11 SOLICITATION AND EMPLOYiTENT: Vendor shall not employ any person employed by he Crty during the term of this Agreement to
perform any work under this Agreement. Vendor shall give notice immediately to the City if Vendor solicib or intends to solicit City employees to perfom
any r,'/ork under fiis Agreement
4.12 COMPLIANCE WITH THE LAW: Vendor, its employees, agents, and subcontractors shall comply with all applicable federal, state, and
local laws, rules, ordinances, regulations, orders, federal circulars and all license and permit requirements in the performance of this Agreement.
Vendor shall be in compliance wih applicable tax rEuiremenb and shall be qlnent in payment of such taxes. Vendor shall obtain at its own expense,
all licenses and permissions necessary for the performance ofthis Agreement.
413 BACKGROUND CHECK: Whenever the City deems it reasonably necessary for security reasons, the City may conduct at its expense,
criminal and driver history background checks of V€ndols and subcontraclors oficers, employees or agenb. Vendor or subcontractor shall reassign
immediately any such individual who, in the opinion of the City, does not pass the background check.
1.11 APPLICABLE LAWVENUE: This Agreement shall be construed in accordance wh and is subjecl b he la,$ ad rules of fie Crty of EvaEton
and he State of lllinois. Ihe Departnent of Human Righb' Equd opportunrty requirernenb (44 lll. Adm. Code 750) are incorporabd by reference. The City
shall not enter into binding arbikation to resolve any dispute related to this Agreement. The City does not waive tort immunity by entering
into his Agreement. ln compliance wih he lllinois ad fuderal Consttrltions, he lllincis Human Righb Act, the U. S. Civil Rights Act, and Section 504 ofthe
federal Rehabilitation Act and other applicable laws and rules, the City does not unlawfully discriminate in employment, contracts, or any other
activity. Ven ue for any actjon out of or due to this Agreement shall be in Cook County, lllinois.
Revisd March 25. 2024 Page 6 Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
4.15 AI{TI-TRUST ASSIGNMENT: ll Vendor does not pursue any claim or cause of action it has arising under antitrust laws relatjng to the
subject matter of the Agreement, then upon request of the City's Corporation Counsel, Vendor shall assign to he Crty nghb, tite and interest in and to
the claim or cause of action.
4.,16 CONTRACTUAL AUTHORITY: The Department that signs for the City shall be the only City entity responsible for performance and
payment under lhe Agreement. When the City's authorized designee signs in addition to an Department, they do so as approving officer and shall
have no ljability to Vendor.
4.17 NOTICES: Notices and other communications provided for herein shall be given in writing by registered or certified mail, retum receipt
requested, by receipted hand delivery, by courier (UPS, Federal Express or other similar and reliable carrier), by e-mail, or by fax showing the date
and time of succ€ssful receipt. Notices shall be sent to the individuals who signed the Agreement using the contact information following the
signatures. Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, eiher Pafl may change
the contact information.
4.18 MODIFICATIOI{S AND SURVIVAL: AmeMrnenb, modifcations and waivers must be in witng and signed by authorized representatives of
the Parties. Any provision of this Agreement officially declared vcid, unenforceable, or against public pdrcy, shdl be igno{ed and he rernaining provisbns
shall be interpreted, as far as possiue, to give effed to he Parties' intent. All provisions frat by hdr naturc would be expected to survive, shall survive
termination. ln the event of a conffict between the City's and Vendofs terms, conditions and attachments, tire City's terms, conditions and
attachments shall prevail.
4.19 PERFORMANCE RECORo, SUSPENSION: Upon request of the City, Vendor shall meet to discuss performance or provide contract
performance updates to help ensure proper performance of the Agreement. The City may consider Vendor's performance under this Agreement and
compliance with Iaw and rule to determine whether to continue the Agreement, suspend Vendor from doing future business with the City for a
specified period of time, or to determine whetrer Vendor can be mnsidered responsible on specific future mntract opportunities.
4.20 FREEDOM OF INFORMATION ACT: This Agreement and all related public records maintained by, provided to or required to be provided
to the City are subject to the lllinois Freedom of lnformatjon Act notwithstanding any provision to the contrary fiat may be found in this Agreement.
4.21 SUCCESSORS AND ASSIGNS: The City and Vendor each bind themselves and their parhers, successors, executors, adminisfators,
and assigns to the other party of the Agreement and to the partners, successors, executors, administrators, and assigns of such other pady in
respect to all covenants of this Agreement. Neither the City nor Vendor shall assign, sublet, or transfer its interest in this Agreement without he
written consent of the other. Nothing herein shall be mnstrued as creating any personal liability on tre part of any offcer or agent of any public body,
which may be a pary hereto, nor shall it be construed as giving any right or benefits hereunder to anyone other than the City and Vendor.
4.22 NON-WAIVER OF RIGHTS: No failure of either party to exercise any power given to it hereunder or to insist upon stflct compliance by the
other party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof, nor any payment under this
Agreement shall constitute a waiver of eiher party's right to demand exact compliance with he terms hereol
4.23 SEVERABILITY: Except as otherwise provided herein, the invalidity or unenforceability of any particular provision, or part hereof, of this
Agreement shall not affect the other provisions, and thjs Agreement shall contjnue in all respects as if such invalid or unenforceable provision had
not been contained herein.
4.24 COUNTERPARTS: For mnvenience, this Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original.
1.25 SAVINGS CLAUSE: lf any provision of this Agreement, or the application of such provision, shall be rendered or declared invalid by a
court of competent jurisdiction, or by reason of its requiring any steps, actions, or results, the remainjng parts or portions of fiis Agreement shall
remain in full force and effect.
STANDARD CERTIFICATIONS5
Vendor acknowledges and agrees that compliance with this section and each subsection for the term of the Agreement and any renewals is a
material requirement and condition of this Agreement. By executing this Agreement, Vendor certifies compliance with this section and each
subsection and is under a mntinuing obligation to remain in compliance and report any non-compliance.
This section, and each subsection, applies to subcontractors used on this Agreement. Vendor shall include hese Standard Certifications in any
subcontract used in the performance of the Agreement.
lf this Agreement extends over multiple fiscal years including the initial term and all renewals, Vendor and its subcontractors shall confirm
compliance with this section in the manner and format determined by the City by the date specified by the City and in no event later than January 1
of each year that this Agreement remains in effect.
Revised March 25, 2024 Page 7 Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
lf the Parties determine that any cedfication in this section is not applicable to ttris Agreement, it may be stric*en without affecting the remaining
subsections.
5.1 As part of each cefification, Vendor acknowledges and agrees hat should Vendor or its subcontractors provide false information, or fail to
be or remain in @mpliance with the Standard Certifcation requirements, one or more of tile following sanctions will apply:. the Agreement may be void by operation of law,. the City may void the Agreement, and. Vendor and it subcontractors may be subject to one or more of the following: suspension, debarment, denial of payment, civil fine, or
criminal penalty.
ldentifying a sanction or failing to identify a sanction in relation to any of the specific certifications does not waive imposition of other sanctions or
preclude application of sanctions not specifically identified.
5.2 Vendor certifies it and its employees will comply wih applicable proMsions ofhe U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation
Act, the Americans with Disabilities Act (42 U.S.C. S 12101 et seq.) and applicable rules in performance under this Agreement.
5.3 Vendor certifies it is a propedy formed and ensting legal entity (30 ILCS 500/1.15.80, 20-43); and as applicable has obtained an assumed
name certificate from the appropriate authority, or has registered to conduct business in lllinois and is in good standing with he lllinois Secretary of
State.
5.4 lf Vendor, or any offcer, director, pafuer, or otrer managerial agent of Vendor, has been mnvlcbd of a Hony under fie Sabaneso{ey Act
of 2m2, or a Class 3 or Class 2 Hony under he lllinois Securities La$/ of 1953, Vendor certifies at least five years have passed since the date of the
conviction. Vendor fuffler cerlif€s frat it is not barcd fom bdng arrarded a contract and acknowledges hat he City shall declare the Agreement void if
this certification is false (30 ILCS 500/5G10.5).
5.5 Vendor certifies hat it and ib affiliates are not delinquent in tre payment of any fees, fines, damages, or debb to fie City
5.6 ln accordance with the Steel Products Procurement Act, Vendor certifies steel products used or supplied in the performance of a mntract
for public works shall be manufactured or produced in the United States, unless the head of the procurjng Department grants an exception (30 ILCS
cbc).
5.7 Vendor certifies it has not been convicted of bid rigging or bid rotating or any similar offense, nor has Vendor made an admission of guill of
such conduct that is a matter of record (720 ILCS 5/33 E-3, E4).
5.8 Vendor certifies it mmplies with the Section 1-12-5 of the City of Evanston Code and the lllinois Department of Human Rights Act and
rules applicable to public contracts, including equal employment opportunity, refraining from unlawful discrimination, and having written sexual
harassment policies (775 ILCS 5/2-105).
5.9 Vendor certifies that it shall employ only persons duly licensed by he State of lllinois to perform professional services under this
Agreement for $/hich applicable lllinois law requires a license, subject to prior approval of the City.
5.10 Vendor certifies that if more favorable terms are granted by Vendor to any similar govemmental entity in any state in a contemporaneous
agreement let under under the same or similar financial terms and circumstances for comparable goods or services, the more favorable terms shall
be applicable under his Agreement.
6.0 DISCLOSURES AND CONFLICTS OF INTEREST
Section 1 : Conflict of lnterest Prohibited
Vendor shall not have any public or private interest and shall not acquire directly or indirectly any such interest v{hich mnflicts in any manner with its
performance under this Agreement.
Seclion 2: DebarmenuLegal Proceeding Disclosure (All Vendors must complete this section).
Vendor must identify any of the following that occuned for it or any if its officers or directors within the previous 10 years:
Debarment from contracting with any govemmental entity
Professional licensure discipline
Bankruptcies
Yes E
Yes E
Yes E
No
No
No
Revised March 25, 2024 Page I Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Adwrse dyilju,4{n€nb d adminisfahc findings
Oimind frlony oonvi:tims
YesE NoNJ
Y6str NoP
f ily of file dove b decked yes, ph6e irentify $h des.ripliye inturmatioo he ndrc of tle debamail ard legd pmdi$. The O'ty rese,ves
tte dght b reqrest rnorc infumatbn, $ntld trle infumalbn need furfier ddfication.
7. SUPPLEflEXTALPROVISIOI{S
7.1 City S$phmglhl ftovir{ons
tr Definitirns
tr Required Fedeial ClaJses, Ce.tifcdims ad Assura@s
tr ARRA Requir€menb (Arneriil Reco\,ury ad Rejnvesfn€nt Act of 2009)
tr Pl€vriling Wqe (820 ILCS 1 ilyl et seq.)
tr M,WD/EBE&bconfacfingRequirsnenb
tr oiller(describe)
7.2 Vcflhr Supplem€ntal Provisions
tuuiwtMa/dtA,n2l Pas6 9
Approved as to form:
Alexandra B. Ruggie
Corporation Counsel
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
TAXPAYER IDENTIFICATION NUI,lBER
I certiry hat
1. The number shown on tilis form is my conect taxpayer identrfication number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the lntemal
Revenue Service (lRS) that I am subject to backup withholding as a result of a failure to repo( all inlerest or dividends, or (c) the IRS has
notfied me hat I am no longer subject to backup \,vithholding, and
3. I am a U.S. person (including a U.S. resident alien)
lf you are an indivtdual, enter your name and SSN as rt appeals o, your Social Secuity Cad.
lf you arc a sole propdetor, enter the ownefs name on the name tine tollowed by the name of the business and
the owre,'s SSN or E/,V.
If you are a singlernember LLC that is disregarded as an entity sepante fmn its owner, enter the ownels name
on the name line and the dNa on the busineEs name line and enter ,he owne,'s SSN o/ E/lV.
lf the LLC is a coryoration or paftne$hip, enter the entity's business name and EIN and for coryontions, attach
IRS acceptance letter (CP261 or Cn77) .
Fot all other entities, enter the name of the enttty as used to apply fot the enws EIN and the EIN .
l,lame:Ir L,
Business Name:
Taxpayer ldentifi cation Number:
Social Security Number
Legal Status (check ore)
E tndividuat
E Sob Proprietor
! Partnership
Legal Services Corporation
Tax-exempt
Employer
otlentification
Nr.b", 3(f ;J J f a "f
Govemmental
Nonresident alien
E Ecity or trust
! Pharmacy (Non-Corp.)
E Pharmacy/Funeral Home/Cemetery (Corp.)
Limited Liability Company (select applicable tax classification)
! D = disregarded entity
I C = corporation
! P = partnership
! Corporatron providing or billing
medical and/or health care servi@s
ration NOT providing or billing
ical and/or health care services
Signature:
Reised March 25, 2024 Page 10
Date
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Doc ID: 42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
Condenser People (CPI) Agreement
City_of_Eva...4125609.pdf and 1 other
42b6b6e0a35e56989092e88c811ad3b5a0ef02ad
MM / DD / YYYY
Signed
05 / 20 / 2024
15:22:16 UTC-5
Sent for signature to Alex Ruggie
(aruggie@cityofevanston.org) and Luke Stowe
(lstowe@cityofevanston.org) from nkleiner@cityofevanston.org
IP: 66.158.65.76
05 / 23 / 2024
13:50:03 UTC-5
Viewed by Alex Ruggie (aruggie@cityofevanston.org)
IP: 66.158.65.76
05 / 23 / 2024
13:50:26 UTC-5
Signed by Alex Ruggie (aruggie@cityofevanston.org)
IP: 66.158.65.76
05 / 24 / 2024
14:00:18 UTC-5
Viewed by Luke Stowe (lstowe@cityofevanston.org)
IP: 73.22.112.51
05 / 24 / 2024
14:00:41 UTC-5
Signed by Luke Stowe (lstowe@cityofevanston.org)
IP: 73.22.112.51
The document has been completed.05 / 24 / 2024
14:00:41 UTC-5