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HomeMy WebLinkAboutSole-Source Agreement - SP +Parking Garage Management Services 1.1.26-12.31.27 (525 Church, 1800 Maples, 821 Davis) Memorandum To: Honorable Mayor and Members of the City Council CC: Members of Administration and Public Works Committee From: Michael Rivera, Interim Administrative Services Director Subject: Approval of a Sole-Source Agreement with SP+ for Parking Garage Management Services Date: October 27, 2025 Recommended Action: Staff requests City Council approve a sole source contract with SP+ (200 E. Randolph St., Suite 5475, Chicago, Illinois 60611) for $634,369 in 2026 and $654,966 in 2027 for parking management services in the three City-owned parking garages (525 Church St., 1800 Maple Ave., and 821 Davis St.). A sole-source contract requires a two-thirds vote of the City Council. Funding Source: Funding will be split from the three parking garage “Contract Servicing” G/L accounts (505.19.7025.62400, 505.19.7036.62400, and 505.19.7036.62400) with a total anticipated 2026 budget of $1,150,000. Council Action: For Action Summary: The existing agreement with SP+ for parking management services ends on December 31, 2025. This was initially signed in late 2022 as a 1-year contract for 2023 with two additional 1- year options for 2024 and 2025. Parking staff were pleased with the level of service provided, and executed the 1-year options for 2024 and 2025. Overall, SP+ has provided the City with parking management services at the three City-owned garages for over 10 years, and its staff has a wealth of institutional knowledge about the garages and day-to-day operations. The proposed pricing for 2026 and 2027 reflects a 3.5% YoY increase in costs, which are due to union labor increases and the cost of licenses for the garage intercom systems to connect to the 24/7 SP+ call center. In April of 2020, SP+ worked closely with Parking staff and agreed to amend the existing agreement to reflect a decrease in traffic in the garages due to the COVID-19 pandemic, resulting in a reduction in the total annual cost from $1,466,025 to $413,984. Since then, SP+ has increased contract amounts marginally to cover rising costs Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 of providing the requested services to the City; their management fees have remained flat. In late 2022, Parking staff released an RFP for garage management services and received several bids; SP+ submitted the most competitive bid. Page 2 of 22 Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 Memorandum To: Honorable Mayor and Members of the City Council CC: Members of Administration and Public Works Committee From: Michael Rivera, Interim Administrative Services Director Subject: Sole Source Contract with SP+ for Parking Garage Management Services Date: 10/14/2025 Recommended Action: Staff requests City Council approve a sole source contract with SP+ (200 E. Randolph St. Suite 7700, Chicago, Illinois 60611) for $634,369 in 2026 and $654,966 in 2027 for parking management services in the three City-owned parking garages (525 Church St., 1800 Maple Ave., and 821 Davis St.). Funding Source: Funding will be split from the three parking garage “Contract Servicing” G/L accounts (505.19.7025.62400, 505.19.7036.62400, and 505.19.7036.62400) with a total anticipated 2026 budget of $1,150,000. Council Action: For Action Summary: The existing contract with SP+ for parking management services ends on 12/31/2025. This was initially signed in late 2022 as a 1-year contract for 2023 with two additional 1-year options for 2024 and 2025. Parking staff were pleased with the level of service provided, and executed the 1 year options for 2024 and 2025. Overall, SP+ has provided the City with parking management services in the three City-owned garages for over 10 years, and their staff has a wealth of institutional knowledge about the garages and the day-to-day operations. CC: Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 The proposed pricing for 2026 and 2027 reflect a 3.5% YoY increase in costs, which are due to union labor increases and the cost of licenses for the garage intercom systems to connect to the 24/7 SP+ call center. In April of 2020, SP+ worked closely with Parking staff and agreed to amend the existing agreement at the time to reflect a decrease in traffic in the garages due to the COVID-19 pandemic, and as a result reduced the total annual cost from $1,466,025 to $413,984. Since then, SP+ has increased the contract amounts marginally to cover the rising costs to provide the requested services to the City; their management fees have remained flat. In late 2022 Parking staff released an RFP for garage management services and received several bids, and SP+ came in with the most competitive pricing. The City recently installed a brand new TIBA parking access control system in the three garages, and SP+ staff in the garages were an integral part of the transition. They reached out to all existing monthly parking customers, coordinated the distribution of new credentials, and trained on the new back-end software. Additionally, the 24/7 call center that SP+ manages and uses to support the City’s garages has been integrated with the new TIBA hardware. SP+ is uniquely suited to remain the provider of garage management services with the City, due to the existing long-term relationship with SP+, their knowledge of the garages and new TIBA equipment, the integration of their call center into the garage infrastructure, and the overall price for services. Any attempt to change vendors to provide these services would almost certainly create a negative impact on day to day operations in the garages, affecting residents, City employees, and visitors. Parking staff recommends City Council approve the sole source contract extension. The City’s legal department is currently working on the final draft of the professional services agreement at this time, but it will be substantially similar to previous agreements. Upon approval, the City Manager will be authorized to further negotiate terms, but the total costs will be set based on the above figures and the figures in the attached quote sheet. Attachments: SP+ Quote Sheet: 2026 and 2027 Pricing Previous Professional Services Agreement with SP+ Signed and Executed 12/14/2022 Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 CITY OF EVANSTON PROFESSIONAL SERVICES AGREEMENT The parties referenced herein desire to enter into an agreement for professional services for parking management services in three City-owned parking garages. THIS AGREEMENT (hereinafter referred to as the “Agreement”) entered into this 26th day of November, 2025, between the City of Evanston, an Illinois municipal corporation with offices located at 909 Davis Street, Evanston Illinois 60201 (hereinafter referred to as the “City”), and SP PLUS LLC, with offices located at 501 Commerce St., Ste. 1210, Nashville, TN 37203 (hereinafter referred to as “SP”) (collectively, the “Parties”). Compensation for all basic Services (“the Services”) provided by SP pursuant to the terms of this Agreement shall not exceed $ 1,289,335.00. I. COMMENCEMENT DATE SP shall commence the Services on 01/01/2026. II. TERM The Term of this Agreement shall be for twenty-four (24) months, such that it shall terminate on December 31, 2027 unless earlier terminated pursuant to the provisions of this Agreement. If this Agreement provides for renewals after an initial term, no renewal shall begin until agreed to in writing by both Parties prior to December 31, 2027. III. PAYMENTS City shall pay SP those fees as provided here: Payment shall be made upon the completion of each task for a project, as set forth in Exhibit A – Project Milestones and Deliverables. Any expenses in addition to those set forth here must be specifically approved by the City in writing in advance. IV. DESCRIPTION OF SERVICES Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 2 SP shall perform the services (the “Services”) set forth here: Services are those as defined in the City’s Request for Proposal/Qualifications No. # 22-57 (attached hereto as Exhibit B) and SP’s Response to the Proposal (attached hereto as Exhibit C). Services may include, if any, other documented discussions and agreements regarding scope of work and cost (if applicable, attached hereto as Exhibit D). V. GENERAL PROVISIONS A. Services. SP shall perform the Services in a professional and workmanlike manner. All Services performed and documentation (regardless of format) provided by SP 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. SP shall take into account any and all applicable plans and/or specifications furnished by City, or by others at City’s direction or request, to SP during the term of this Agreement. All materials, buildings, structures, or equipment designed or selected by SP shall be workable and fit for the intended use thereof, and will comply with all applicable governmental requirements. SP shall require its employees to observe the working hours, rules, security regulations and holiday schedules of City while working and to perform its Services in a manner which does not unreasonably interfere with the City’s business and operations, or the business and operations of other tenants and occupants in the City which may be affected by the work relative to this Agreement. SP shall take all necessary precautions to assure the safety of its employees who are engaged in the performance of the Services, all equipment and supplies used in connection therewith, and all property of City or other parties that may be affected in connection therewith. If requested by City, SP shall promptly replace any employee or agent performing the Services if, in the opinion of the City, the performance of the employee or agent is unsatisfactory. SP is responsible for conforming its final work product to generally- accepted professional standards for all work performed pursuant to this Agreement. 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. SP acknowledges and agrees that should SP or its sub-contractors provide false information, or fail to be or remain in compliance with this Agreement, the City may void this Agreement. SP warrants and states that it has read the Contract Documents, and agrees to be bound thereby, including all performance guarantees regarding SP’s work and all indemnity and insurance requirements. Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 3 SP shall obtain prior approval from the City prior to sub-contracting with any entity or person to perform any of the work required under this Agreement. If SP sub-contracts any of the services to be performed under this Agreement, the sub-contractor 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. SP shall be responsible for the accuracy and quality of any sub-contractor’s work. All sub-contractor agreements shall include verbatim or by reference the provisions in this Agreement binding upon SP as to all Services provided by this Agreement, such that it is binding upon each and every sub-contractor that does work or provides Services under this Agreement. SP shall cooperate fully with the City, other City contractors, other municipalities and local government officials, public utility companies, and others, as may be directed by the City. This shall include attendance at meetings, discussions and hearings as requested by the City. This cooperation shall extend to any investigation, hearings or meetings convened or instituted by the City, any of its departments, and/or OSHA relative to this Project, as necessary. SP shall cooperate with the City in scheduling and performing its Work to avoid conflict, delay in or interference with the work of others, if any, at the Project. 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 to writing and duly authorized and signed by the authorized representatives of the Parties. B. Representation and Warranties. SP represents and warrants that: (1) SP possesses and will keep in force all required licenses to perform the Services; (2) the employees of SP performing the Services are fully qualified, licensed as required, and skilled to perform the Services. C. Breach/Default. Any one of the following events shall be deemed an event of default hereunder by SP, subject to SP’s right to cure: 1. Failure to perform the Services as defined in Paragraph A above and contained within Exhibit A; Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 4 2. Failure to comply with any other of the General Provisions contained within this contract. SP, within thirty (30) days of receiving notice from the City of an event of default as defined herein, shall have the right to cure any such default at its own expense, including completion of Services or the replacement or termination of any agent, employee, or sub-contractor as a result of any violation of the General Provisions contained herein. D. Remedy. The City does not waive any right to exercise any option as a remedy for any breach or default on the part of SP that is not cured pursuant to Section 5(C) of this Agreement. Such remedies shall include, but are not limited to, injunctive relief, an action in law or equity, and/or termination of this Agreement as outlined in Paragraph E of this Section 5. E. Termination. The City may, at any time, with or without cause, terminate this Agreement upon seven (7) days written notice to SP. If the City terminates this agreement, the City will make payment to SP for Services performed prior to termination. Payments made by the City pursuant to this Agreement are subject to sufficient appropriations made by the City of Evanston City Council. In the event of termination resulting from non-appropriation or insufficient appropriation by the City Council, the City’s obligations hereunder shall cease and there shall be no penalty or further payment required. In the event of an emergency or threat to the life, safety or welfare of the citizens of the City, the City shall have the right terminate this Agreement without prior written notice. Within thirty (30) days of termination of this Agreement, SP shall turn over to the City any documents, drafts, and materials, including but not limited to, outstanding work product, data, studies, test results, source documents, AutoCAD Version 2007, PDF, ARTView, Word, Excel spreadsheets, technical specifications and calculations, and any other such items specifically identified by the City related to the Services herein. F. Independent SP. SP’s status shall be that of an independent contractor and not that of a servant, agent, or employee of the City. SP shall not hold itself out, nor claim to be acting, as a servant, agent or employee of the City. SP is not authorized to, and shall not, make or undertake any agreement, understanding, waiver or representation on behalf of the City. SP shall, at its own expense, comply with all applicable workers compensation, unemployment insurance, employer’s liability, tax withholding, minimum wage and hour, and Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 5 other federal, state, county, and municipal laws, ordinances, rules, regulations, and orders. SP shall require its employees to observe the working hours, rules, security regulations, and holiday schedules of the City, including but not limited to all policies and work rules applicable to City employees while on City property such as the Workplace Harassment Policy; COVID-19 Vaccination Policy; and Drug and Alcohol Policy. SP 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. SP shall certify that its agents, employees and subcontractors are in compliance with City work rules applicable to City employees while on City property. Failure to so certify, or violation of work rules, is subject to the Default provisions of Paragraph C. G. Conflict of Interest. SP represents and warrants that no prior or present services provided by SP to third parties conflict with the interests of the City with respect to the Services being provided hereunder, except as shall have been expressly disclosed in writing by SP to the City and consented to by the City in writing. H. Ownership of Documents and Other Materials. All originals, duplicates and negatives of all plans, drawings, reports, photographs, charts, programs, models, specimens, specifications, AutoCAD Version 2007, Excel spreadsheets, PDF, and other documents or materials required to be furnished by SP hereunder, including drafts and reproduction copies thereof, shall be and remain the exclusive property of the City, and the City shall have the unlimited right to publish and use all or any part of the same without payment of any additional royalty, charge, or other compensation to SP. Upon the termination of this Agreement, or upon request of the City, during any stage of the Services, SP shall promptly deliver all such materials to the City. SP shall not publish, transfer, license or, except in connection with carrying out obligations under this Agreement, use or reuse all or any part of such reports and other documents, including working pages, without the prior written approval of the City, provided, however, that SP may retain copies of the same for SP’s own general reference. I. Payment. Invoices for payment shall be submitted by SP to the City at the address set forth above, together with reasonable supporting documentation. The City may require such additional supporting documentation as the City reasonably deems necessary or desirable. Payment shall be made in accordance with the Illinois Local Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 6 Government Prompt Payment Act, after the City’s receipt of an invoice and all such supporting documentation. J. Right to Audit. SP shall, for a period of three years following performance of the Services, keep and make available for the inspection, examination and audit by the City or the City’s authorized employees, agents or representatives, at all reasonable time, all records respecting the services and expenses incurred by SP, 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 SP is found to have been overstated, SP shall provide the City an immediate refund of the overpayment, together with interest at the highest rate permitted by applicable law, and shall reimburse the City for all of the City’s expenses in connection with the audit respecting such invoice. K. Indemnity. SP 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 SP or SP’s sub-contractors, employees, or agents 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. 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 10/1-101 et seq. At the City Corporation Counsel’s option, SP must defend all such suits with counsel of SP’s choice 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 SP of any of its obligations under this Agreement. Any settlement of any claim or suit related to this Agreement by SP must be made only Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 7 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, SP waives any limits to the amount of its obligations to indemnify, defend, or contribute to any sums due, including any claim by any employee of SP that may be subject to the Illinois Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision, including but not limited to, Kotecki v. Cyclops Welding Corporation, 146 Ill. 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. SP shall be responsible for any losses and costs to repair or remedy SP’s work performed under this Agreement where such need for repair or remedy is due to any act or omission, neglect, or misconduct in the performance of its work or its sub-contractor’s work. Acceptance of the work by the City will not relieve the SP of the responsibility for subsequent correction of any such errors, 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. L. Insurance. SP shall carry and maintain at its own cost with such companies as are reasonably acceptable to the 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 SP, and insuring SP against claims which may arise out of or result from SP’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 the 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 less 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. SP shall give to the City certificates of insurance for all Services done pursuant to this Agreement before SP 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 SP to Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 8 provide copies of the Additional Insured Endorsement to said policy (ies) which name the City as an Additional Insured for all of SP’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. SP’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. SP understands that the acceptance of certificates, policies and any other documents by the City in no way releases the SP and its sub-contractors from the requirements set forth herein. SP 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 SP fails to purchase or procure insurance as required above, the Parties expressly agree that SP 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 SP. SP acknowledges and agrees that if it fails to comply with all requirements of this Section, the City may void this Agreement. M. Confidentiality. In connection with this Agreement, the City may provide SP with information to enable SP to render the Services hereunder, or SP may develop confidential information for the City. SP agrees (i) to treat, and to obligate SP’s employees to treat, as secret and confidential all such information whether or not identified by the City as confidential, (ii) not to disclose any such information or make available any reports, recommendations and /or conclusions which SP may make for the City to any person, firm, or corporation or use the same in any manner whatsoever without first obtaining the City’s written approval, and (iii) not to disclose to the City any information obtained by SP on a confidential basis from any third party unless SP shall have first received written permission from such third party to disclose such information. Pursuant to the Illinois Freedom of Information Act, 5 ILCS 140/7(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 SP’s control, SP shall promptly Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 9 provide all requested records to the City so that the City may com ply with the request within the required timeframe. The City and SP shall cooperate to determine what records are subject to such a request and whether or not any exemption to the disclosure of such records or part thereof is applicable. SP shall indemnify and defend the City from and against all claims arising from the City’s exceptions to disclosing certain records which SP has designated 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. N. Use of the City’s Name or Picture of Property. SP shall not in the course of performance of this Agreement or thereafter use or permit the use of the City’s name nor the name of any affiliate of the City, nor any picture of or reference to its Services in any advertising, promotional or other materials prepared by or on behalf of SP, nor disclose or transmit the same to any other party. O. No Assignments or Sub-contracts. SP shall not assign or sub- contract all or any part or its rights or obligations hereunder without the City’s express prior written approval. Any attempt to do so without the City’s prior consent shall, at the City’s option, be null and void and of no force or effect whatsoever. SP shall not employ, contract with, or use the services of any other architect, interior designer, engineer, consultant, special contractor, or other third party in connection with the performance of the Services without the prior written consent of the City. P. Compliance with Applicable Statutes, Ordinances and Regulations. In performing the Services, SP shall comply with all applicable federal, state, county, and municipal statutes, ordinances and regulations, at SP’s sole cost and expense, except to the extent expressly provided to the contrary herein. Whenever the City deems it reasonably necessary for security reasons, the City may conduct at its own expense, criminal and driver history background checks of SP’s officers, employees, sub-contractors, or agents. SP shall immediately reassign any such individual who in the opinion of the City does not pass the background check. Q. Liens and Encumbrances. SP, for itself, and on behalf of all sub- contractors, suppliers, materialmen and others claiming by, through , or under SP, hereby waives and releases any and all statutory or common law mechanic’s, materialmen’s, or other such lien claims, or Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 10 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. SP further agrees, as and to the extent of payment made hereunder, to execute a sworn affidavit respecting the payment and lien releases of all sub-contractors, 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 the City. SP shall protect the City from all liens for labor performed and/or material supplied or used by SP and/or any other person in connection with the Services undertaken by SP hereunder, and shall not at any time suffer or permit any lien or attachment or encumbrance to be imposed by any sub-contractor, supplier, materialmen, or other person, firm, or corporation, upon City property or any improvements thereon by reason of any claim or demand against SP or otherwise in connection with the Services. R. 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 the City as follows: City of Evanston, 909 Davis Street, Evanston, Illinois 60201, Attention: Purchasing Division and to SP at the address first above set forth, or at such other address or addresses as the City or SP may from time to time designate by notice given as above provided. S. 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 SP, or arising out of a breach of this Agreement by SP, the City shall recover from the SP as part of the judgment against SP, its attorneys’ fees and costs incurred in each and every such action, suit, or other proceeding. T. Waiver. Any failure or delay by the City to enforce the provisions of this Agreement shall in no way constitute a waiver by the City of any contractual right hereunder, unless such waiver is in writing and signed by the City. U. 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. V. 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 Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 11 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. W. Time. SP agrees all time limits provided in this Agreement and any Addenda or Exhibits hereto are of essence to this Agreement. SP shall continue to perform its obligations while any dispute concerning the Agreement is being resolved, unless otherwise directed by the City. X. Survival. Except as expressly provided to the contrary herein, all provisions of this Agreement shall survive all performances hereunder including the termination of SP. VI. EQUAL EMPLOYMENT OPPORTUNITY In the event of SP’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, SP may be declared non-responsible and therefore ineligible for future contracts or sub- contracts with the City, and this Agreement 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, SP 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. SP 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 SP certifies pursuant to the Illinois Human Rights Act (775 ILCS 5/2 105 et. seq.), that it has a written sexual harassment policy that includes, at a minimum, the following information: Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 12 A. The illegality of sexual harassment; B. The definition of sexual harassment under State law; C. A description of sexual harassment utilizing examples; D. SP’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 directions on how to contact both; and F. Protection against retaliation as provided to the Department of Human Rights. VIII. SP CERTIFICATIONS A. SP acknowledges and agrees that should SP or its sub-contractor provide false information, or fail to be or remain in compliance with this Agreement, the City may void this Agreement. B. SP 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 SP, or any officer, director, partner, or other managerial agent of SP, 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, SP certifies at least five years have passed since the date of the conviction. D. SP 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 5/33 E-3, E-4). E. In accordance with the Steel Products Procurement Act, SP certifies steel products used or supplied in the performance of a contract for public works shall be manufactured or produced in the U.S. unless the City grants an exemption. F. SP 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. Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 13 G. SP 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 Exhibits A, B, C, and D 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. In the event of any inconsistency between this Agreement, and any Exhibits, this Agreement shall control over the Exhibits. In no event shall any pro posal or contract form submitted by SP 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 have each approved and executed this Agreement on the day, month and year indicated below. 12/30/2025 !!- 4 #$ '.  + -/$* ). ________________________ _________________________ Cynthia S. Grandfield Deputy City Attorney 01 / 11 / 2026 Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 14 EXHIBIT A – Project Milestones and Deliverables This EXHIBIT A to that certain Professional Services Agreement dated November 26, 2027 between the City of Evanston, 909 Davis Street, Evanston, Illinois, 60201(“City”) and SP Plus LLC (“SP”) sets forth the Commencement and Completion Date, Services, Fees, and Reimbursable Expenses as follows: I. COMMENCEMENT DATE: January 1, 2026 II. COMPLETION DATE: December 31, 2027________________________ III. FEES: $634,369 for the calendar year 2026 and $654,966 for the calendar year 2027 IV. SERVICES/SCOPE OF WORK: As defined in RFP/Q #22-57 (Exhibit B) and SP’s Response to Proposal (Exhibit C) Dated: November 26, 2025 Doc ID: 9982679a112a3b2a9a4e0eb7741cd0b769f26309 Sole-Source Agreement with SP+ for Parking Garage Management... SP__for_Par...ervices.pdf and 2 others 9982679a112a3b2a9a4e0eb7741cd0b769f26309 MM / DD / YYYY Signed 12 / 30 / 2025 15:21:40 UTC-6 Sent for signature to Cynthia Grandfield (cgrandfield@cityofevanston.org) and Luke Stowe (lstowe@cityofevanston.org) from lthomas@cityofevanston.org IP: 66.158.65.76 01 / 07 / 2026 09:53:14 UTC-6 Viewed by Cynthia Grandfield (cgrandfield@cityofevanston.org) IP: 104.56.239.50 01 / 07 / 2026 09:53:35 UTC-6 Signed by Cynthia Grandfield (cgrandfield@cityofevanston.org) IP: 104.56.239.50 01 / 11 / 2026 15:57:12 UTC-6 Viewed by Luke Stowe (lstowe@cityofevanston.org) IP: 107.200.76.71 01 / 11 / 2026 15:57:26 UTC-6 Signed by Luke Stowe (lstowe@cityofevanston.org) IP: 107.200.76.71 The document has been completed.01 / 11 / 2026 15:57:26 UTC-6