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HomeMy WebLinkAboutDivvy Bike Share Sponsorship - Northshore University Health SystemsCity of Evans tc in7 CITY OF EVM3TON SPONSORSHIP AGREEMENT The parties referenced herein desire to sponsorship agreement: Divvy Bike Share THIS AGREEMENT (hereinafter referred to a day of July 2019, by and between the City of Evanst offices located at 2100 Ridge Avenue, Evanston Jilin "City"), and NorthShore University HealthSystem, ai at 1301 Central Street, Evanston, Illinois 60201 (her Compensation for all basic Services (the "Services" the terms of this Agreement shall not exceed $21,87 I. PROJECT SUMMARY into an agreement for an advertising hip (the "Project") the "Agreement") entered into this 1 st n an Illinois municipal corporation with is 60201 (hereinafter referred to as the Illinois corporation, with offices located nafter referred to as the "Advertiser"). provided by the Advertiser pursuant to .00. A. Purpose. The City wishes to enhar ce the existing public transportation system by providing bicycles to complete the rst and/or last leg of a trip (e.g., from a train station to the workplace), among other easons. The City of Chicago and the City of Evanston have an existing bike share ystem utilizing bikes known as "Divvy" with locations to pick-up and drop-off bike- at bike stations located throughout Chicago and Evanston. B. Advertiser. The Divvy Stations will heave several component parts, including docking points for the Divvy bikes, the bikes, and a standing information panel with one side for advertising and other side for bike share system information. This Agreement provides Advertiser with the right o install advertising on one -side of the standing Divvy Station backlit panel. The specifics for the advertising panel are more fully described in Section IV, Description of Se vices. Revised 0&19 IV. COMMENCEMENT DATE A. Primary Term. Subject to the provi.,ions of this Agreement, the "Primary Term" shall commence on the 1st day of July, 2019 ("Commencement Date") and shall end at 11,59 p.m. on the 30th day of September, 2019, except as otherwise terminated as provided herein. The Commencement Date is subject to change based on the station production and selection of station locations. If the Commencement Date is modified, the parties will enter into an amendment for limited purpose of amending the Term dates. B. Renewal Options. No renewal shall begin until agreed to in writing by both parties prior to the completion date of this Agreement. PAYMENTS Advertiser agrees to pay City a total of $21,875.00 in consideration of the rights provided in this Agreement. The payment shall be issued by Advertiser payable to the City of Evanston within twenty-one (21) bLsiness days of receipt of invoice. DESCRIPTION OF SERVICES Advertiser shall perform the following s .rvices (the "Services") under this Sponsorship Agreement - A. This Sponsorship Agreement shall fourteen (14) advertising panels to adverti HealthSystem ("NorthShore"). The advertisi sided backlit upright panel with a Divvy sysi ("Station Ad Panels"). The Station Ad Pan ability to advertise on any other location 2 permitted to change the advertising in the St during the Primary Term and up to four exercised. This Agreement does not provid advertising rights beyond the Station Ad Pz bikes, Divvy docking Stations, payment con Divvy website_ B. Competitive Stipulations: This Ag the City provides NorthShore with the ex( Evanston Divvy Station Ad Panels only. category exclusivity but retains first right sponsorship opportunities available, includ the Divvy map panel or station naming. for Advertiser to design and print on behalf of NorthShore University panel will be on one side of a double- n map on the other side of the panel shall not provide Advertiser with the the Divvy Station. The Advertiser is on Ad Panel up to four times per year ies during each Extension Term, if or entitle Advertiser to any additional !I, including any marks on the Divvy le, or any advertising or logo on the nent by and between Advertiser and ve sponsorship for the fourteen (14) lowever, NorthShore is not granted refusal for any other Divvy Station but not limited to any advertising on C. First Right of Refusal. NorthShore, through this Agreement with Advertiser, also is granted the first right of refusal for the Station Ad Panel advertising for any additional stations that are added to the City of Evanston system after the fourteen stations subject to this Agreement are installe4. If NorthShore does not exercise the option to sponsor any additional Divvy Statio is that are added at a later date, the 2 Revised 06-19 City of Evanston is permitted to enter into a contract with another company or non - for -profit corporation with no restrictions of any kind, including it may enter into an agreement with another health care system o • hospital. D. City of Evanston Use of Station Ad Panels: The City of Evanston is permitted to promote City events, program and local businesses and non-profit organizations in the Station Ad Panels for one month once per year at each Divvy Station. The City will design the advertisinc and print the City's advertising for the panel with Motivate International Inc. ("Moti late") performing the installation of the advertising. Motivate shall operate and maintain the Divvy Stations for the City, the terms of which are more fully described in are operating agreement between the two parties. The Advertiser's panel will be re-inst Iled and stored by Motivate at no extra charge to either party. E. Semi -Annual Sponsor Forums: The City of Evanston will host semi-annual forums to include community partners such as the Advertiser, NorthShore, station sponsors with naming rights, Northwestern Jniversity, Motivate and other relevant groups to provide ridership data, operations feedback, and discussions of outreach efforts to promote the bike share program. F. Divvy Station Locations: The City of Evanston Divvy Station locations at the time of execution of this Agreement are: 1) Sreen Bay Road and Harrison Street, 2) Evanston Fire Station 3 near Central Street and Girard Avenue, 3) Sheridan Road and Chicago Avenue, 4) Church Street and Dodge Avenue, 5) Church Street and Benson Avenue, 6) Within the Evanston Plaza Parking Lot near Dodge Avenue and Dempster Street, 7) Washington Street and Chicago Avenue, 8) Elmwood Avenue and Austin Street, 9) Near Northwestern Uriversity's Technological Institution, 10) Near Northwestern University's Norris Student Center, 11) Dempster Street and Chicago Avenue, 12) Lorraine H. Morton Ci 'c Center, 13) Levy Senior Center, and 14) Central Street and Lincolnwood Drive.The stations' locations are subject to change at any time as determined by the Gity to promote the success of the bike share program. Advertiser is conferred no rights to dictate the locations of the Divvy Stations; this right and responsibility is vest d with the City and Motivate. The City will provide Advertiser with a 30 day notice prig to the movement of a station. G. Authority: Advertiser warrants to the City of Evanston that it has express authority to design and place advertisements on the Station Ad Panels for NorthShore. V. GENERAL PROVISIONS A. Services. Advertiser shall perform the Services in a professional and workmanlike manner. All Services perfo ed and documentation (regardless of format) provided by Advertiser shall ben ii accordance with the standards of reasonable care and skill of the profession, free from errors or omissions, ambiguities, coordination problems, and other defects. Advertiser shall take into account any and all applicable plans and/or specifications furnished by City for the bike share program as specified in this Agreement. If the backlit panel advertising is damaged in any way, Advertiser will pay the c)st of replacement advertising. 3 Revised W19 Advertiser is responsible for conforming its final work product to generally accepted professional standards for all work performed pursuant to this Agreement. Advertiser is an independent contractor aid is solely responsible for all taxes, withholdings, and other statutory or contract:!jai obligations of any sort, including but not limited to, Worker's Compensation lnsurE nce. Nothing in this Agreement accords any third -party beneficiary rights whatsoever to any non-party to this Agreement that any non-party may seek to enforce. Advertis r acknowledges and agrees that should Advertiser provide false information, or fa Is to remain in compliance with this Agreement, the City may void this Agreeme t provided City gave Advertiser written notice and breach was not cured within 30 da s of notice. The Advertiser shall obtain prior appr val from the City prior to subcontracting with any entity or person to perform any of th work required under this Agreement. If the Advertiser subcontracts any of the ervices to be performed under this Agreement, the subadvertiser agreement hall provide that the services to be performed under any such agreement shall not be sublet, sold, transferred, assigned or otherwise disposed of to another entity o � person without the City's prior written consent. The Advertiser shall be responsib a for the accuracy and quality of any subadvertiser's work. All subadvertiser agreements shall nclude verbatim or by reference the provisions in this Agreement binding upon Advertiser as to all Services provided by this Agreement, such that it is binding upon Brach and every subadvertiser that does work or provides Services under this Agreement. Except as otherwise provided herein, the nature and scope of Services specified in this Agreement may only be modified by a writing approved by both parties. This Agreement may be modified or amended from time to time provided, however, that no such amendment or modifigation shall be effective unless reduced to writing and duly authorized and signed b-1 the authorized representatives of the parties. B. Representation and Warranties. Advertiser represents and warrants that: (1) Advertiser possesses and will keep in force all required licenses to perform the Services, (2) the employees of Advertiser performing the Services are fully qualified, licensed as required, and skilled to perform th,. Services, C. Termination. Either party may, at anU�time, with or without cause, terminate this Agreement upon sixty (60) days writte■ notice to either party_ If Advertiser terminates this Contract, Advertiser has no riCht to reimbursement for the Agreement fee paid by Advertiser, D. Independent Contractor, Advertiser's status shall be that of an independent Advertiser and not that of a servant, agent, or employee of City. Advertiser shall not hold Advertiser out, nor claim to be acting, a a servant, agent or employee of City. Advertiser is not authorized to, and shall not, make or undertake any agreement, understanding, waiver or representation on behalf of City, Advertiser shall at its own expense comply with all applicable workers c6mpensation, unemployment insurance, 4 Revised 06-19 employer's liability, tax withholding, minimum wage and hour, and other federal, state, county and municipal laws, ordinances, rules, regulations and orders. Advertiser agrees to abide by the Occupatio al Safety & Health Act of 1970 (OSHA), and as the same may be amended from time to time. applicable state and municipal safety and health laws and all regulations pur;cant thereto. E. Conflict of Interest. Advertiser represents and warrants that no prior or present services provided by Advertiser to third parties conflict with the interests of City in respect to the Services being provide J hereunder except as shall have been expressly disclosed in writing by Advertiser to City and consented to in writing to City. F. Ownership of Documents and Other Materials. All originals, duplicates and negatives of all plans, drawings, repo s, photographs, charts, specimens, specifications, AutoCad renderings Excel sp leadsheets, PDF, and other documents or materials required to be furnished by Advertiser hereunder, including drafts and reproduction copies thereof, shall be and remain the exclusive property of Advertiser. It is Advertiser's responsibility to pick up any Qocuments or Other Materials described in this section from Motivate that are not utilized in the backlit panels and at the end of the Term. G. Right to Audit. Advertiser shall fpr a period of three years following performance of the Services, keep and I make available for the inspection, examination and audit by City or City'; authorized employees, agents or representatives, at all reasonable time, all records respecting the services and expenses incurred by Advertiser, including without limitation, all book, accounts, memoranda, receipts, ledgers, canceled chec cs, and any other documents indicating, documenting, verifying or substantiating the ost and appropriateness of any and all expenses. if any invoice submitted by Adve iser is found to have been overstated, Advertiser shall provide City an immediate r fund of the overpayment together with interest at the highest rate permitted by applicable law, and shall reimburse all of City's expenses for and in connection with t e audit respecting such invoice. City shall for a period of three years following performance of the Services, keep and make available for the inspection, examination and audit by Advertiser or Advertiser's authorized employees, agents or representat ves, at all reasonable time, all records in connection with its performance of this ag .eement, including without limitation, all book, accounts, memoranda, receipts, ledgers, canceled checks, and any other documents indicating, documenting, veri tng or substantiating the cost and appropriateness of any and all expenses. If a�y invoice submitted by City is found to have been overstated, City shall provide PIdvertiser an immediate refund of the overpayment together with interest at the highest rate permitted by applicable law, and shall reimburse all of City's expenses for and in connection with the audit respecting such invoice. H. Indemnity, Advertiser shall defend, indemnify and hold harmless the City and its officers, elected and appointed official agents, and employees from any and all liability, losses, or damages as a result �f 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 from or arising out of any negligent or willful act or omission on th� part of the Advertiser or Advertiser's 5 Revised 08-19 subadvertisers: employees, agents or subadl+ertisers during the performance of this Agreement. Such indemnification shall not be limited by reason of the enumeration of any insurance coverage herein provided. Tits provision shall survive completion, 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, attorneys, and experts, any claims, actions or suits brought against them. The Advertiser shall be liable for the costs, fees, and expenses incurred in the defense of any such claims, actions, or suits. Nothing herein shall be construed as a limitation or waiver of defenses available to the City and employees and agents, including but not limited to the Illinois Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/11101 et seq. At the City Corporation Counsel's option, Advertiser must defend all suits brought upon all such Losses and must pa� 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 Advertiser of any of its obligations under this Agreement. Any settlement of any claim or suit related to this Agreement by Advertiser must be made only with the prior 1written consent of the City Corporation Counsel, if the settlement requires any action bn the part of the City. To the extent permissible by law, Advertiser waives any limits to the amount of its obligations to indemnify, defend, or contrib to to any sums due under any Losses, including any claim by any employee of Advertiser that may be subject to the Illinois Workers Compensation Act, 820 ILCS 305/�I ei seq. or any other related law or judicial decision, including but not limited to, otecki v. any Welding Corporation, 146 III. 2d 155 (1991). The City, however, dos not waive any limitations it may have on its liability under the Illinois Workers Com ensation Act, the Illinois Pension Code or any other statute, Advertiser 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 subAdvertisers' work. Acceptance of the work by the City will not relieve the Advertiser of the responsibility for subsequent correction of an i such error, omissions and/or negligent acts or of its liability for loss or damage resulting therefrom. All provisions of this Section shall survive completion, expiration, o� termination of this Agreement. I. Insurance. Advertiser shall carry and maintain at its own cost with such companies as are reasonably acceptable t City all necessary liability insurance (which shall include as a minimum the requir ments set forth below) during the term of this Agreement, for damages caused or co tributed to by Advertiser, and insuring Advertiser against claims which may ans- out of or result from Advertiser's performance or failure to perform the Services hereunder: (1) worker's compensation in statutory limits and employer's liability insurance in the amount of at least $500,000, (2) comprehensive general liability coverage, and designating City as additional insured for not less than $3,000,OOQ combined single limit for bodily injury, death and property damage, per occurrence, '(3) comprehensive automobile liability 6 Revised 06-19 insurance covering owned, non -owned and leased vehicles for not less than $1,000,000 combined single limit for bodily injury, death or property damage, per occurrence, and (4) errors and omissio s or professional liability insurance respecting any insurable professional services hereunder in the amount of at least $1,000,000. Advertiser shall give to the City certificates of insurance for all Services done pursuant to this Agreement before Ac vertiser performs any Services, and, if requested by City, certified copies of the policies of insurance evidencing the coverage and amounts set forth in this Sectirm. The City may also require Advertiser to provide copies of the Additional Insured Endorsement to said policy(ies) which name the City as an Additional Insured for all of Advertiser's Services and work under this Agreement. Any limitations or modificati n on the certificate of insurance issued to the City in compliance with this Section that conflict with the provisions of this Section shall have no force and effect. Advertiser'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) day I prior written notice (hand delivered or registered mail) to City. Advertiser underst9nds that the acceptance of certificates, policies and any other documents by the Ci in no way releases the Advertiser and its subadvertisers from the requirements let forth herein. Advertiser expressly agrees to waive its rights, benefits and en itlements under the "Other Insurance" clause of its commercial general liability insu ance policy as respects the City. In the event Advertiser fails to purchase or procure insurance as required above, the parties expressly agree that Advertiser 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!Advertiser. Advertiser acknowledges and agrees that if it fails to comply with all requirements of this Section or any section q the agreement, that the City may void this Agreement provided City provided Advertiser with written notice and breach was not cured within 30 days of notice. City ac nowledges and agrees that if it fails to comply with all requirements of this Section or any section of the agreement, that Advertiser may void this Agreement provided Advertiser provided City with written notice and breach was not cured within 30 d4s of notice. K. Confidentiality. In connection with this Agreement, City may provide Advertiser with information to enable Advertiser to render the Services hereunder, or Advertiser may develop confidential information for City. Advertiser agrees (i) to treat, and to obligate Advertiser's employee to treat, as secret and confidential all such information whether or not identified by City as confidential, (ii) not to disclose any such information or make available arty reports, recommendations and for conclusions which Advertiser may make for ity to any person, firm or corporation or use the same in any manner whatsoever without first obtaining City's written approval, and (iii) not to disclose to City any information obtained by Advertiser on a confidential basis from any third party unless Advertiser shall have first received written permission from such third party to disclose such information. Pursuant to the Illinois Freedom of Information Act, 5 ILCS 14017(2), records in the possession of others whom the City has contracted with to perform a governmental function are covered by the Act and subject to disclosure within limited statutory timeframes (five (5) working days with a possible five (5) working day 7 Revised 06-19 extension). Upon notification from the City that it has received a Freedom of Information Act request that calls for reco ds within the Advertiser's control, the Advertiser shall promptly provide all reques ed records to the City so that the City may comply with the request within the tequired timeframe. The City and the Advertiser shall cooperate to determine what records are subject to such a request and whether or not any exemptions to the disclosure of such records, or part thereof, is applicable. Vendor shall indemnify and deend the City from and against all claims arising from the City's exceptions to disclosing certain records which Vendor may designate as proprietary or confidential. Cornpliance by the City with an opinion or a directive from the Illinois Public Access Copnselor or the Attorney General under FOIA, or with a decision or order of Court with jurisdiction over the City, shall not be a violation of this Section. L. Use of City's Name without Approval. Advertiser shall not in the course of performance of this Agreement or thereafter, use or permit the use of City's name without its approval in any advertising, promotional or other materials prepared by or on behalf of Advertiser, nor disclose or transmit the same to any other party. M. No Assignments or Subcontract's. Advertiser shall not assign or subcontract all or any part or its rights or obligations hereunder without City's express prior written approval. Any attempt to do so Without the City's prior consent shall, at City's option, be null and void and of no force or effect whatsoever. Advertiser shall not employ, contract with, or use the services any other architect, interior designer, engineer, advertiser, special advertiser, or ther third party in connection with the performance of the Services without the prior, written consent of City. This provision does not apply if NorthShore merges with another company. N. Compliance with Applicable Statutes, Ordinances and Regulations. In performing the Services, Advertiser shall comply with all applicable federal, state, county, and municipal statutes, ordinances and regulations, at Advertiser's sole cost and expense, except to the extent expressly provided to the contrary herein. O. Liens and Encumbrances. To extent. applicable, Advertiser, for itself, and on behalf of all subadvertisers, suppliers, matenalmen and others claiming by, through or under Advertiser, hereby waives and releases any and all statutory or common law mechanics' materialmens' or other such lien claims, or rights to place a lien upon City property or any improvements thereon in connection with any Services performed under or in connection with this Agreement. Advertiser further agrees, as and to the extent of payment made hereunder, to ex9cute a sworn affidavit respecting the payment and lien releases of all subadvertisers, suppliers and materialmen, and a release of lien respecting the Services at such time or times and in such form as may be reasonably requested by City. Advertiser shall protect City from all liens for labor performed, material supplied or used by dvertiser and/or any other person in connection with the Services undertaken byladvertiser hereunder, and shall not at any time suffer or permit any lien or attachment or encumbrance to be imposed by any subAdvertiser, supplier or materialmen, or other person, firm or corporation, upon City property or any improvements thereon, by reason or any claim or demand against Advertiser or otherwise in connection with the Services. 8 Revised 06-19 P. Notices. Every notice or other comr unication to be given by either party to the other with respect to this Agreement, shall be in writing and shall not be effective for any purpose unless the same shall be served personally or by United States certified or registered mail, postage prepaid, addressed if to City as follows: City of Evanston, 2100 Ridge Avenue, Evanston, Illinois 60201, Attention: Purchasing Division and to Advertiser at: NorthShore Jniversity HealthSystem, 1301 Central Street, Evanston, Illinois 60015, Attn: VP Mar-,eting, Q. Attorney's Pees. In the event that the City commences any action, suit, or other proceeding to remedy, prevent, or obtain relief from a breach of this Agreement by Advertiser, or arising out of a breach of Ithis Agreement by Advertiser, the City shall recover from the Advertiser as part 6f the judgment against Advertiser, its attorneys' fees and costs incurred in each and every such action, suit, or other proceeding. R. Waiver. Any failure or delay by one party to enforce the provisions of this Agreement shall in no way constitute a waiv =r by the other party of any contractual right hereunder, unless such waiver is in writing and signed by waiving parry. S. Severability. In the event that any prevision of this Agreement should be held void, or unenforceable, the remaining portions hereof shall remain in full force and effect. T. Choice of Law. The rights and duties arising under this Agreement shall be governed by the laws of the State of Illinois. Venue for any action arising out or due to this Agreement shall be in Cook County, Illinois, The City shall not enter into binding arbitration to resolve any dispute under this Agreement. The City does not waive tort immunity by entering into this Agreement. U. Time. Advertiser agrees all time limits provided in this Agreement and any Addenda or Exhibits hereto are of essence to this Agreement. Advertiser shall continue to perform its obligations while anti dispute concerning the Agreement is being resolved, unless the dispute is material io the agreement. V. Survival. Except as expressly provided to the contrary herein, all provisions of this Agreement shall survive all performances hereunder including the termination of the Advertiser VI. EQUAL EMPLOYMENT OPPORTUNITY In the event of the Advertiser's noncompliance with any provision of Section 1-12-5 of the Evanston City Code, the Illinois Human Rights Act or any other applicable law, the Advertiser may be declared nonresponsible and therefore ineligible for future contracts or subcontracts with the City, and the contract may be cancelled or voided in whole or in part, and such other sanctins or penalties may be imposed or remedies invoked as provided by statute or re .ulation. During the performance of the contract, the Acnrertiser agrees as follows: 9 Revised 06-19 A. That it will not discriminate against an employee or applicant for employment because of race, color, religion, sex, sexual orientation, marital status, national origin or ancestry, or age or physical or mental disz bilities that do not impair ability to work, and further that it will examine all job classifi ations to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any such underutilization. Advertiser shall comply with all requirements of City of Evanston Code Section 1-12-5. B. That, in all solicitations or advertisements for employees placed by it on its behalf, it will state that all applicants will he afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability. VII. SEXUAL HARASSMENT POLICY The Advertiser certifies pursuant to the Illino s Human Rights Act (775 ILCS 512105 et. seq.), that it has a written sexual harassrr ent policy that includes, at a minimum, the following information. - A. The illegality of sexual harassment; B. The definition of sexual harassment un 1er State law; C. A description of sexual harassment utilizing examples; D. The Advertiser's internal complaint prow ess including penalties; E. Legal recourse, investigation and complaint process available through the Illinois Department of Human Rights and the Human Rights Commission, and directions on how to contact both; and F. Protection against retaliation as provided ;o the Department of Human Rights, Vill. ADVERTISER CERTIFICATIONS A. Advertiser acknowledges and agrees that should Advertiser or its subadvertiser provide false information, or fain to be or remain in compliance with the Agreement, the City may void this Agreement provided City provided Advertiser with written notice and breach was not cured withir 30 days of notice. B. Advertiser certifies that it and its employees will comply with applicable provisions of the U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C_ Section 1201 et seq.) and applicable rules in performance under this Agreement. C. If Advertiser, or any officer, director, )artner, or other managerial agent of Advertiser, has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class 3 or Class 2 felony under the Illinois Securities Law of 1953, Advertiser certifies at least five years have passed since the date of the conviction. 10 Revised 06.19 D. Advertiser certifies that it has not bee i convicted of the offense of bid rigging or bid rotating or any similar offense of any State in the U.S., nor made any admission of guilt of such conduct that is a after of record. (720 ILCS 5133 E-3, E- 4). E. Advertiser certifies that it is properly formed and existing legal entity, and as applicable, has obtained an assumed name ciertificate from the appropriate authority, or has registered to conduct business in Ili nois and is in good standing with the Illinois Secretary of State. F. If more favorable terms are granted by Advertiser to any similar governmental entity in any state in a contemporaneous agreement let under the same or similar financial terms and circumstances for comparable supplies or services, the more favorable terms shall be applicable under this IAgreement. G. Advertiser certifies that it is not delinquent in the payment of any fees, fines, damages, or debts to the City of Evanston. 1X. INTEGRATION This Agreement, together with Exhibit A, set forth all the covenants, conditions and promises between the parties with regard to subject matter set forth herein. There are no covenants, promises, agreements, conditions or understandings between the parties, either oral or written, other than th se contained in this Agreement. This Agreement has been negotiated and entered into by each party with the opportunity to consult with its counsel regarding the terry s therein. No portion of the Agreement shall be construed against a party due to theact that one party drafted that particular portion as the rule of contra proferentem shall not apply. In the event of any inconsistency between his Agreement, and any Exhibits, this Agreement shall control over the Exhibits. In no event shall any proposal or contract form submitted by Advertiser be part of this P greement unless agreed to in a writing signed by both parties and attached and refe -red to herein as an Addendum, and in such event, only the portions of such proposal or contract form consistent with this Agreement and Exhibits hereto shall be part h�reof. i 91 Revised 06-1 S IN WITNESS WHEREOF, the parties hereto haie each approved and executed this Agreement on the day, month and year first above witten. ADVERTISER: CITY OF EVANSTON 2100 RIDGE AVENUE EVANSTON, IL 60201 By: By:—f�'02 �..�� r L �' Its: Senior of Vice President of Its: City Marketing & Corporate Communication FEIN Number: 36-2167060 Date: `7- -14 — 1 41 Date: 7- I S — l q Approved as to form. or n -By: - el 12 Revised 0$-19 EXHIBIT A STATION BACKLIT PANEL RENDERING PRODUCTION SPEC YATEFUL Ala Tr ft"w 5MrrVAWA' Orfh1=3rM LMARM 51•p4a3YM FIN SIZED S4£. 5","33w m RECOfIY WOO Mel famcmd e . C W ftW 00 Preduod n trct"L f-w1-wmL c!!wS Ymepmptry of 00" belrMb9l PIViSm uowv. Imam i Iy" • fta wou bf woomm it w uv Ap4Clad br am 1m i1LE Pfl£PAt1AS1f]W. F#a WW raal um tin 1ta )w W rt r� of ow op M W ntA rpwo.- 1r r ar b. m rmpts we et Oft PDVKW SOMW pE 6&md In CWY% modk aM aEP} ar i1FF bono won a c aor PEA aY b1a tr/ad Atli Ierape bm"m fa +dvo of aw b d a1a, crito: Ur1 nl -015 A ZVWW is • larReted pow pmmn ari U4ampubil Owrrape- Al two W% t>rara0�per 01110-e Pa far walla a 16MAMI 1'' Revised W19 City of Evanston CITY OF EVANSTON SPONSORSHIP AGREEMENT The parties referenced herein desire to enter into an agreement for an advertising sponsorship agreement: Divvy Bike Share Sponsorship (the "Project') THIS AGREEMENT (hereinafter referred to as the "Agreement") entered into this 1st day of January 2019, by and between the City of Evanston, an Illinois municipal corporation with offices located at 2100 Ridge Avenue, Evanston Illinois 60201 (hereinafter referred to as the "City"), and NorthShore University HealthSystem, an Illinois corporation, with offices located at 1301 Central Street, Evanston, Illinois 60201 (hereinafter referred to as the "Advertiser"). Compensation for all basic Services (the "Services") provided by the Advertiser pursuant to the terms of this Agreement shall not exceed $43,750.00. I. PROJECT SUMMARY A. Purpose. The City wishes to enhance the existing public transportation system by providing bicycles to complete the first and/or last leg of a trip (e.g., from a train station to the workplace), among other reasons. The City of Chicago and the City of Evanston have an existing bike share system Utilizing bikes known as "Divvy" with locations to pick-up and drop-off bikes at bike stations located throughout Chicago and Evanston. B. Advertiser. The Divvy Stations will have several component parts, including docking points for the Divvy bikes, the bikes, and a standing information panel with one side for advertising and other side for bike share system information. This Agreement provides Advertiser with the right to install advertising on one -side of the standing Divvy Station backlit panel. The specifics for the advertising panel are more fully described in Section IV, Description of Services. Revised 12-18 II. COMMENCEMENT DATE A. Primary Term. Subject to the provisions of this Agreement, the "Primary Term" shall commence on the 1st day of January, 2019 ("Commencement Date") and shall end at 11:59 p.m. on the 30th day of June, 2019, except as otherwise terminated as provided herein. The Commencement Date is subject to change based on the station production and selection of station locations. If the Commencement Date is modified, the parties will enter into an amendment for limited purpose of amending the Term dates. B. Renewal Options. No renewal shall begin until agreed to in writing by both parties prior to the completion date of this Agreement. Provided Advertiser is not otherwise in default beyond any applicable cure period and the bike share program is still in effect in Evanston. Advertiser shall have two options (individually, an "Extension Option"), for one year each (each an "Extension Term") upon the same terms, covenants and conditions as herein provided. Each Extension Option shall be exercised by Advertiser delivering to City written notice of such election, not less than thirty (30) days prior to the expiration of the then current term. The exercise by Advertiser of any one Extension Option shall not be deemed to impose upon City any duty or obligation to renew for any further period of time, and that the exercise of any Extension Option shall be effective only upon the giving of notice of extension in accordance with the foregoing provisions. The Primary Term together with any Extension Term is referred to herein collectively as the "Term". Ill. PAYMENTS Advertiser agrees to pay City quarterly payments of $21,875.00 for a total of $43,750.00 in consideration of the rights provided in this Agreement for the Primary Term. The first quarterly payment shall be issued by Advertiser payable to the City of Evanston within twenty-one (21) business days of receipt of invoice. The remaining quarterly payment schedule shall be defined as March 31, 2019, and will be due 30 days after receipt of invoice. IV. DESCRIPTION OF SERVICES Advertiser shall perform the following services (the "Services") under this Sponsorship Agreement: A. This Sponsorship Agreement shall be for Advertiser to design and print fourteen (14) advertising panels to advertise on behalf of NorthShore University HealthSystem ("North Shore"). The advertising panel will be on one side of a double - sided backlit upright panel with a Divvy system map on the other side of the panel ("Station Ad Panels"). The Station Ad Panel shall not provide Advertiser with the ability to advertise on any other location at the Divvy Station. The Advertiser is permitted to change the advertising in the Station Ad Panel up to four times per year during the Primary Term and up to four times during each Extension Term, if exercised. This Agreement does not provide or entitle Advertiser to any additional advertising rights beyond the Station Ad Panel, including any marks on the Divvy bikes, Divvy docking Stations, payment console, or any advertising or logo on the 2 Revised 12-18 Divvy website. Advertiser acknowledges that the City of Chicago has an exclusive sponsorship agreement with Blue Cross Blue Shield dated May 1, 2014, which provides that BCBS is the exclusive Divvy system sponsor and has exclusive rights in the health insurance category. No rights conferred herein shall conflict with the terms and conditions of the Chicago/BCBS Sponsorship Agreement. B. Competitive Stipulations: This Agreement by and between Advertiser and the City provides NorthShore with the exclusive sponsorship for the fourteen (14) Evanston Divvy Station Ad Panels only. However, NorthShore is not granted category exclusivity but retains first right of refusal for any other Divvy Station sponsorship opportunities available, including but not limited to any advertising on the Divvy map panel or station naming. C. First Right of Refusal. NorthShore, through this Agreement with Advertiser, also is granted the first right of refusal for the Station Ad Panel advertising for any additional stations that are added to the City of Evanston system after the fourteen stations subject to this Agreement are installed. If NorthShore does not exercise the option to sponsor any additional Divvy Stations that are added at a later date, the City of Evanston is permitted to enter into a contract with another company or non - for -profit corporation with no restrictions of any kind, including it may enter into an agreement with another health care system or hospital. D. City of Evanston Use of Station Ad Panels: The City of Evanston is permitted to promote City events, programs and local businesses and non-profit organizations in the Station Ad Panels for one month once per year at each Divvy Station, meaning eleven (11) total months of City of Evanston advertising opportunities. The City will design the advertising and print the City's advertising for the panel with Motivate International Inc. ("Motivate") performing the installation of the advertising. Motivate shall operate and maintain the Divvy Stations for the City, the terms of which are more fully described in an operating agreement between the two parties. The Advertiser's panel will be re -installed and stored by Motivate at no extra charge to either party. E. Semi -Annual Sponsor Forums: The City of Evanston will host semi-annual forums to include community partners such as the Advertiser, NorthShore, station sponsors with naming rights, Northwestern University, Motivate and other relevant groups to provide ridership data, operations feedback, and discussions of outreach efforts to promote the bike share program. F. Divvy Station Locations: The City of Evanston Divvy Station locations at the time of execution of this Agreement are: 1) Green Bay Road and Harrison Street, 2) Evanston Fire Station 3 near Central Street and Girard Avenue, 3) Sheridan Road and Chicago Avenue, 4) Church Street and Dodge Avenue, 5) Church Street and Benson Avenue, 6) Within the Evanston Plaza Parking Lot near Dodge Avenue and Dempster Street, 7) Washington Street and Chicago Avenue, 8) Elmwood Avenue and Austin Street, 9) Near Northwestern University's Technological Institution, 10) Near Northwestern University's Norris Student Center, 11) Dempster Street and Chicago Avenue, 12) Lorraine H. Morton Civic Center, 13) Levy Senior Center, and 14) Central Street and Lincolnwood Drive. The stations' locations are subject to 3 Revised 12-18 change at any time as determined by the City to promote the success of the bike share program. Advertiser is conferred no rights to dictate the locations of the Divvy Stations; this right and responsibility is vested with the City and Motivate. The City will provide Advertiser with a 30 day notice prior to the movement of a station. G. Authority: Advertiser warrants to the City of Evanston that it has express authority to design and place advertisements on the Station Ad Panels for NorthShore. V. GENERAL PROVISIONS A. Services. Advertiser shall perform the Services in a professional and workmanlike manner. All Services performed and documentation (regardless of format) provided by Advertiser shall be in accordance with the standards of reasonable care and skill of the profession, free from errors or omissions, ambiguities, coordination problems, and other defects. Advertiser shall take into account any and all applicable plans and/or specifications furnished by City for the bike share program as specified in this Agreement. If the backlit panel advertising is damaged in any way, Advertiser will pay the cost of replacement advertising. Advertiser is responsible for conforming its final work product to generally accepted professional standards for all work performed pursuant to this Agreement. Advertiser is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including but not limited to, Worker's Compensation Insurance. Nothing in this Agreement accords any third -party beneficiary rights whatsoever to any non-party to this Agreement that any non-party may seek to enforce. Advertiser acknowledges and agrees that should Advertiser provide false information, or fails to remain in compliance with this Agreement, the City may void this Agreement provided City gave Advertiser written notice and breach was not cured within 30 days of notice. The Advertiser shall obtain prior approval from the City prior to subcontracting with any entity or person to perform any of the work required under this Agreement. If the Advertiser subcontracts any of the services to be performed under this Agreement, the subadvertiser agreement shall provide that the services to be performed under any such agreement shall not be sublet, sold, transferred, assigned or otherwise disposed of to another entity or person without the City's prior written consent. The Advertiser shall be responsible for the accuracy and quality of any subadvertiser's work. All subadvertiser agreements shall include verbatim or by reference the provisions in this Agreement binding upon Advertiser as to all Services provided by this Agreement, such that it is binding upon each and every subadvertiser that does work or provides Services under this Agreement. Except as otherwise provided herein, the nature and scope of Services specified in this Agreement may only be modified by a writing approved by both parties. This Agreement may be modified or amended from time to time provided, however, that no such amendment or modification shall be effective unless reduced 4 Revised 12-18 to writing and duly authorized and signed by the authorized representatives of the parties. B. Representation and Warranties. Advertiser represents and warrants that: (1) Advertiser possesses and will keep in force all required licenses to perform the Services, (2) the employees of Advertiser performing the Services are fully qualified, licensed as required, and skilled to perform the Services. C. Termination. Either party may, at any time, with or without cause, terminate this Agreement upon sixty (60) days written notice to either party. If Advertiser terminates this Contract, Advertiser has no right to reimbursement for the Agreement fee paid by Advertiser. D. Independent Contractor. Advertiser's status shall be that of an independent Advertiser and not that of a servant, agent, or employee of City. Advertiser shall not hold Advertiser out, nor claim to be acting, as a servant, agent or employee of City. Advertiser is not authorized to, and shall not, make or undertake any agreement, understanding, waiver or representation on behalf of City. Advertiser shall at its own expense comply with all applicable workers compensation, unemployment insurance, employer's liability, tax withholding, minimum wage and hour, and other federal, state, county and municipal laws, ordinances, rules, regulations and orders. Advertiser agrees to abide by the Occupational Safety & Health Act of 1970 (OSHA), and as the same may be amended from time to time, applicable state and municipal safety and health laws and all regulations pursuant thereto. E. Conflict of Interest. Advertiser represents and warrants that no prior or present services provided by Advertiser to third parties conflict with the interests of City in respect to the Services being provided hereunder except as shall have been expressly disclosed in writing by Advertiser to City and consented to in writing to City. F. Ownership of Documents and Other Materials. All originals, duplicates and negatives of all plans, drawings, reports, photographs, charts, specimens, specifications, AutoCad renderings Excel spreadsheets, PDF, and other documents or materials required to be furnished by Advertiser hereunder, including drafts and reproduction copies thereof, shall be and remain the exclusive property of Advertiser. It is Advertiser's responsibility to pick up any Documents or Other Materials described in this section from Motivate that are not utilized in the backlit panels and at the end of the Term. G. Right to Audit. Advertiser shall for a period of three years following performance of the Services, keep and make available for the inspection, examination and audit by City or City's authorized employees, agents or representatives, at all reasonable time, all records respecting the services and expenses incurred by Advertiser, including without limitation, all book, accounts, memoranda, receipts, ledgers, canceled checks, and any other documents indicating, documenting, verifying or substantiating the cost and appropriateness of any and all expenses. If any invoice submitted by Advertiser is found to have been overstated, Advertiser shall provide City an immediate refund of the overpayment together with interest at the highest rate permitted by applicable law, and shall reimburse all of 5 Revised 12-18 City's expenses for and in connection with the audit respecting such invoice. City shall for a period of three years following performance of the Services, keep and make available for the inspection, examination and audit by Advertiser or Advertiser's authorized employees, agents or representatives, at all reasonable time, all records in connection with its performance of this agreement, including without limitation, all book, accounts, memoranda, receipts, ledgers, canceled checks, and any other documents indicating, documenting, verifying or substantiating the cost and appropriateness of any and all expenses. If any invoice submitted by City is found to have been overstated, City shall provide Advertiser an immediate refund of the overpayment together with interest at the highest rate permitted by applicable law, and shall reimburse all of City's expenses for and in connection with the audit respecting such invoice. H. Indemnity. Advertiser shall defend, indemnify and hold harmless the City and its officers, elected and appointed officials, agents, and employees from any and all liability, losses, 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 from or arising out of any negligent or willful act or omission on the part of the Advertiser or Advertiser's subadvertisers, employees, agents or subadvertisers 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 completion, 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, attorneys, and experts, any claims, actions or suits brought against them. The Advertiser shall be liable for the costs, fees, and expenses incurred in the defense of any such claims, actions, or suits. Nothing herein shall be construed as a limitation or waiver of defenses available to the City and employees and agents, including but not limited to the Illinois Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 1011-101 of seq. At the City Corporation Counsel's option, Advertiser 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 Advertiser of any of its obligations under this Agreement. Any settlement of any claim or suit related to this Agreement by Advertiser 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, Advertiser 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 Advertiser that may be subject to the Illinois Workers Compensation Act, 820 ILCS 30511 et seq. or any other related law or judicial decision, including but not limited to, 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 Illinois Workers Compensation Act, the Illinois Pension Code or any other statute. C: Revised 12-18 Advertiser 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 subAdvertisers' work. Acceptance of the work by the City will not relieve the Advertiser of the responsibility for subsequent correction of any such error, omissions and/or negligent acts or of its liability for loss or damage resulting therefrom. All provisions of this Section shall survive completion, expiration, or termination of this Agreement. I. Insurance. Advertiser 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 the term of this Agreement, for damages caused or contributed to by Advertiser, and insuring Advertiser against claims which may arise out of or result from Advertiser's performance or failure to perform the Services hereunder: (1) worker's compensation in statutory limits and employer's liability insurance in the amount of at least $500,000, (2) comprehensive general liability coverage, and designating City as additional insured for not less than $3,000,000 combined single limit for bodily injury, death and property damage, per occurrence, (3) comprehensive automobile liability insurance covering owned, non -owned and leased vehicles for not Iess than $1,000,000 combined single limit for bodily injury, death or property damage, per occurrence, and (4) errors and omissions or professional liability insurance respecting any insurable professional services hereunder in the amount of at least $1,000,000. Advertiser shall give to the City certificates of insurance for all Services done pursuant to this Agreement before Advertiser performs any Services, and, if requested by City, certified copies of the policies of insurance evidencing the coverage and amounts set forth in this Section. The City may also require Advertiser to provide copies of the Additional Insured Endorsement to said policy(ies) which name the City as an Additional Insured for all of Advertiser's Services and work under this Agreement. Any limitations or modification on the certificate of insurance issued to the City in compliance with this Section that conflict with the provisions of this Section shall have no force and effect. Advertiser'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 City. Advertiser understands that the acceptance of certificates, policies and any other documents by the City in no way releases the Advertiser and its subadvertisers from the requirements set forth herein. Advertiser expressly agrees to waive its rights, benefits and entitlements under the "Other Insurance" clause of its commercial general liability insurance policy as respects the City. In the event Advertiser fails to purchase or procure insurance as required above, the parties expressly agree that Advertiser 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 Advertiser. Advertiser acknowledges and agrees that if it fails to comply with all requirements of this Section or any section of the agreement, that the City may void this Agreement provided City provided Advertiser with written notice and breach was not cured within 30 days of notice. City acknowledges and agrees that if it fails to comply with all requirements of this Section or any section of the agreement, that 7 Revised 92-18 Advertiser may void this Agreement provided Advertiser provided City with written notice and breach was not cured within 30 days of notice. K. Confidentiality. In connection with this Agreement, City may provide Advertiser with information to enable Advertiser to render the Services hereunder, or Advertiser may develop confidential information for City. Advertiser agrees (i) to treat, and to obligate Advertiser's employees to treat, as secret and confidential all such information whether or not identified by City as confidential, (ii) not to disclose any such information or make available any reports, recommendations and for conclusions which Advertiser may make for City to any person, firm or corporation or use the same in any manner whatsoever without first obtaining City's written approval, and (iii) not to disclose to City any information obtained by Advertiser on a confidential basis from any third party unless Advertiser shall have first received written permission from such third party to disclose such information. Pursuant to the Illinois Freedom of Information Act, 5 ILCS 14017(2), records in the possession of others whom the City has contracted with to perform a governmental function are covered by the Act and subject to disclosure within limited statutory timeframes (five (5) working days with a possible five (5) working day extension). Upon notification from the City that it has received a Freedom of Information Act request that calls for records within the Advertiser's control, the Advertiser shall promptly provide all requested records to the City so that the City may comply with the request within the required timeframe. The City and the Advertiser shall cooperate to determine what records are subject to such a request and whether or not any exemptions to the disclosure of such records, or part thereof, is applicable. Vendor shall indemnify and defend the City from and against all claims arising from the City's exceptions to disclosing certain records which Vendor may designate as proprietary or confidential. Compliance by the City with an opinion or a directive from the Illinois Public Access Counselor or the Attorney General under FOIA, or with a decision or order of Court with jurisdiction over the City, shall not be a violation of this Section. L. Use of City's Name without Approval. Advertiser shall not in the course of performance of this Agreement or thereafter use or permit the use of City's name without its approval in any advertising, promotional or other materials prepared by or on behalf of Advertiser, nor disclose or transmit the same to any other party. M. No Assignments or Subcontracts. Advertiser shall not assign or subcontract all or any part or its rights or obligations hereunder without City's express prior written approval. Any attempt to do so without the City's prior consent shall, at City's option, be null and void and of no force or effect whatsoever. Advertiser shall not employ, contract with, or use the services of any other architect, interior designer, engineer, advertiser, special advertiser, or other third party in connection with the performance of the Services without the prior written consent of City. This provision does not apply if NorthShore merges with another company. N. Compliance with Applicable Statutes, Ordinances and Regulations. In performing the Services, Advertiser shall comply with all applicable federal, state, 8 Revised 12-18 county, and municipal statutes, ordinances and regulations, at Advertiser's sole cost and expense, except to the extent expressly provided to the contrary herein. O. Liens and Encumbrances. To extent applicable, Advertiser, for itself, and on behalf of all subadvertisers, suppliers, materialmen and others claiming by, through or under Advertiser, hereby waives and releases any and all statutory or common law mechanics' materialmens' or other such lien claims, or rights to place a lien upon City property or any improvements thereon in connection with any Services performed under or in connection with this Agreement. Advertiser further agrees, as and to the extent of payment made hereunder, to execute a sworn affidavit respecting the payment and lien releases of all subadvertisers, suppliers and materialmen, and a release of lien respecting the Services at such time or times and in such form as may be reasonably requested by City. Advertiser shall protect City from all liens for labor performed, material supplied or used by Advertiser and/or any other person in connection with the Services undertaken by advertiser hereunder, and shall not at any time suffer or permit any lien or attachment or encumbrance to be imposed by any subAdvertiser, supplier or materialmen, or other person, firm or corporation, upon City property or any improvements thereon, by reason or any claim or demand against Advertiser or otherwise in connection with the Services. P. Notices. Every notice or other communication to be given by either party to the other with respect to this Agreement, shall be in writing and shall not be effective for any purpose unless the same shall be served personally or by United States certified or registered mail, postage prepaid, addressed if to City as follows: City of Evanston, 2100 Ridge Avenue, Evanston, Illinois 60201, Attention: Purchasing Division and to Advertiser at: NorthShore University HealthSystem, 1301 Central Street, Evanston, Illinois 60015, Attn: VP Marketing. Q. Attorney's Fees. In the event that the City commences any action, suit, or other proceeding to remedy, prevent, or obtain relief from a breach of this Agreement by Advertiser, or arising out of a breach of this Agreement by Advertiser, the City shall recover from the Advertiser as part of the judgment against Advertiser, its attorneys' fees and costs incurred in each and every such action, suit, or other proceeding. R. Waiver. Any failure or delay by one party to enforce the provisions of this Agreement shall in no way constitute a waiver by the other party of any contractual right hereunder, unless such waiver is in writing and signed by waiving party. S. Severability. In the event that any provision of this Agreement should be held void, or unenforceable, the remaining portions hereof shall remain in full force and effect. T. Choice of Law. The rights and duties arising under this Agreement shall be governed by the laws of the State of Illinois. Venue for any action arising out or due to this Agreement shall be in Cook County, Illinois. The City shall not enter into binding arbitration to resolve any dispute under this Agreement. The City does not waive tort immunity by entering into this Agreement. 9 Revised 12-18 U. Time. Advertiser agrees all time limits provided in this Agreement and any Addenda or Exhibits hereto are of essence to this Agreement. Advertiser shall continue to perform its obligations while any dispute concerning the Agreement is being resolved, unless the dispute is material to the agreement. V. Survival. Except as expressly provided to the contrary herein, all provisions of this Agreement shall survive all performances hereunder including the termination of the Advertiser. VI. EQUAL EMPLOYMENT OPPORTUNITY In the event of the Advertiser's noncompliance with any provision of Section 1-12-5 of the Evanston City Code, the Illinois Human Rights Act or any other applicable law, the Advertiser may be declared nonresponsible and therefore ineligible for future contracts or subcontracts with the City, and the contract may be cancelled or voided in whole or in part, and such other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. During the performance of the contract, the Advertiser agrees as follows: A. That it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, marital status, national origin or ancestry, or age or physical or mental disabilities that do not impair ability to work, and further that it will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any such underutilization. Advertiser shall comply with all requirements of City of Evanston Code Section 1-12-5. B. That, in all solicitations or advertisements for employees placed by it on its behalf, it will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability. VII. SEXUAL HARASSMENT POLICY The Advertiser certifies pursuant to the Illinois Human Rights Act (775 ILCS 512105 et. seq.), that it has a written sexual harassment policy that includes, at a minimum, the following information: A. The illegality of sexual harassment; B. The definition of sexual harassment under State law; C. A description of sexual harassment utilizing examples; D. The Advertiser's internal complaint process including penalties; E. Legal recourse, investigation and complaint process available through the Illinois Department of Human Rights and the Human Rights Commission, and 10 Revised 12-18 directions on how to contact both; and F. Protection against retaliation as provided to the Department of Human Rights. Vill. ADVERTISER CERTIFICATIONS A. Advertiser acknowledges and agrees that should Advertiser or its subadvertiser provide false information, or fail to be or remain in compliance with the Agreement, the City may void this Agreement provided City provided Advertiser with written notice and breach was not cured within 30 days of notice. B. Advertiser certifies that it and its employees will comply with applicable provisions of the U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. Section 1201 et seq.) and applicable rules in performance under this Agreement. C. If Advertiser, or any officer, director, partner, or other managerial agent of Advertiser, has been convicted of a felony under the Sarbanes-Oxley Act of 2002, or a Class 3 or Class 2 felony under the Illinois Securities Law of 1953, Advertiser certifies at least rive years have passed since the date of the conviction. D. Advertiser certifies that it has not been convicted of the offense of bid rigging or bid rotating or any similar offense of any State in the U.S., nor made any admission of guilt of such conduct that is a matter of record. (720 ILCS 5133 E-3, E- 4). E. Advertiser certifies that it is properly formed and existing legal entity, and as applicable, has obtained an assumed name certificate from the appropriate authority, or has registered to conduct business in Illinois and is in good standing with the Illinois Secretary of State. F. If more favorable terms are granted by Advertiser to any similar governmental entity in any state in a contemporaneous agreement let under the same or similar financial terms and circumstances for comparable supplies or services, the more favorable terms shall be applicable under this Agreement. G. Advertiser certifies that it is not delinquent in the payment of any fees, fines, damages, or debts to the City of Evanston. IX. INTEGRATION This Agreement, together with Exhibit A, sets forth all the covenants, conditions and promises between the parties with regard to the subject matter set forth herein. There are no covenants, promises, agreements, conditions or understandings between the parties, either oral or written, other than those contained in this Agreement. This Agreement has been negotiated and entered into by each party with the opportunity to consult with its counsel regarding the terms therein. No portion of the Agreement shall be construed against a party due to the fact that one party drafted that particular portion as the rule of contra proferentem shall not apply. 11 Revised 12-18 In the event of any inconsistency between this Agreement, and any Exhibits, this Agreement shall control over the Exhibits. In no event shall any proposal or contract form submitted by Advertiser be part of this Agreement unless agreed to in a writing signed by both parties and attached and referred to herein as an Addendum, and in such event, only the portions of such proposal or contract form consistent with this Agreement and Exhibits hereto shall be part hereof, IN WITNESS WHEREOF, the parties hereto have each approved and executed this Agreement on the day, month and year first above written ADVERTISER: By: Its: Senior of Vice President of Marketing & Corporate Communication CITY OF EVANSTON 2100 RIDGE AVENUE EVANSTON, IL 60201 11 4-'� V Its: City Manager FEIN Number. 36-2167060 Date: Date: proved as to rurm Mic else L Mason up Corporation CounSp' 12