HomeMy WebLinkAboutResolution 172-R-26
07/27/2026
172-R-26
A RESOLUTION
Authorizing the City Manager to
Execute an Agreement with Learn Spanish, LLC (929 Washington St.
Apt. 305, Evanston, IL 60202) for Instruction of Programs and Camps
WHEREAS the Evanston City Council believes entering into an Agreement with
Learn Spanish LLC is in the best interests of the citizens of Evanston,
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: That the City Manager is hereby authorized and directed to sign, and
the City Clerk is hereby authorized and directed to attest on behalf of the City of Evanston,
an Agreement between the City and Learn Spanish LLC.
SECTION 2: That the City Manager is hereby authorized and directed to negotiate
any terms of an Agreement as may be determined to be in the best interests of the City.
SECTION 3: That this Resolution shall be in full force and effect from and after
its passage, approval, and publication in the manner provided by law.
_______________________________
Daniel Biss, Mayor
Attest:
______________________________
Stephanie Mendoza, City Clerk
Adopted: __________________, 2026
Approved as to form:
______________________________
Alexandra B. Ruggie, Corporation Counsel
July 27
Page 1 of 11
City of Evanston=
PARKS, RECREATION & COMMUNITY SERVICES DEPARTMENT
VENDOR CONTRACT FOR SERVICES: UNDER $25,000
The Parties to this Agreement are the City of Evanston and Learn Spanish LLC. This Agreement, consisting of the signature page and
numbered sections listed below and any attachments referenced in this Agreement, constitutes the entire Agreement between the
Parties concerning the subject matter of the Agreement, and supersedes all prior proposals, Agreements and understandings between the
Parties concerning the subject matter of the Agreement. This Agreement can be signed in multiple counterparts and signature may be
electronic or digital upon agreement of the Parties.
TERM AND TERMINATION DESCRIPTION OF SUPPLIES AND SERVICES
PRICING AND PAYMENT
STANDARD BUSINESS TERMS AND CONDITIONS STANDARD CERTIFICATIONS
DISCLOSURES AND CONFLICTS OF INTEREST
SUPPLEMENTAL PROVISIONS
In consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree to the terms and conditions set forth herein and have caused this Agreement to be
executed by their duly authorized representatives on the dates shown below.
CONTRACTOR CITY OF EVANSTON
(Vendor Name) Learn Spanish LLLC
Signature LE Official Signature
Printed Name Salim Gonzalez Printed Name
Title Date 07/13/26 Title Date
Address 929 Washington St, Apt 305 Designee Signature
Evanston, IL Printed Name
Phone (312) 736-2864 Fax Title
E-mail contact@learnspanishchicago.com Address
Page 1 of 10
Revised: February 4, 2026
Page 2 of 11
1. TERM AND TERMINATION
14 TERM OF THIS AGREEMENT: This Agreement has an initial term of 1 year from 1/01/2026-12/31/2026
If a start date is not identified, the term shall commence upon the last dated signature of the Parties. This Agreement cannot be terminated less than
thirty (30) days before the agreed start date as indicated below. Any termination less than thirty (30) days before the agreed start date must be with the written consent of the Department of Parks and Recreation.
Request for termination, either before or after the thirty (30) day period must be madein writing and submitted to the appropriate representative of the
Department of Parks and Recreation.
12 RENEWAL: Subject to the maximum total term as identified above, the City has the option to renew for the following term(s):
Pricing for the renewal term(s), or the formula for determining price is shown in the pricing section of this Agreement.
Any renewal is subject to the same terms and conditions as the original Agreement exceptas stated below in this subsection. The City may renew ths
Agreement for anyor all ofthe option periods specified; may exercise any of the renewal options early and may exercise more than one option at atime based
on continuing need and favorable market conditions when in the best interest of the City. The Agreement shall not renew automatically nor shall the
Agreement renew solely at Vendor's option.
13 TERMINATION FOR CAUSE: The City may terminate this Agreement, in whole or in part, immediately upon notice to Vendor if: (a) the Ciy
determines that the actions or inactions of Vendor have caused, or reasonably could cause, jeopardy to health, safety, or property, >7 (b) Vendor has
notified the City that it is unable or unwilling to perform the Agreement.
If Vendor fails to performto the City9s satisfaction any material requirement of this Agreement, oris in violation of a material provision of this Agreement,
the City shall provide written notice to Vendor to cure the problem identified within the period of time specified in the City9s written notice. If not cured
by that date, the City may either: (a) immediately terminatethe Agreement without additional written notice or (b) enforce the terms and conditions of
the Agreement.
For termination due to any of the causes contained in this Section, the City retains its rights to seek any available legal or equitable remedies and
damages.
14 TERMINATION FOR CONVENIENCE: The City may, for its convenience and with 7 days prior written notice to Vendor, terminate ths
Agreement in whole or in part and without payment of any penalty or incurring any further obligation to Vendor. Vendor shall be entitled to compensation
upon submission of invoices and proof of claim for supplies and services provided in compliance with this Agreement up to and including the date of
termination.
2. DESCRIPTION OF SERVICES
21 Description of Service required:
2.2 WHERE SERVICES ARE TO BE PERFORMED: Unless otherwise specified in this section all services shall be performed in the City of
Evanston, Illinois. Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the
services to be performed at each location.
Location where services will be performed
Location where services will be performed
Any supplies/materials or other tangible items left on City property by Vendor is done at Vendor's risk. Vendor agrees to hold harmless the City for
any damage or loss to Vendor supplies, materials or other property on City property.
23 SCHEDULE OF WORK: Any work performed on City premises shall be done during the hours designated by the City and performed in a
manner that does not interfere with the City and its personnel.
24 REPORTING, STATUS AND MONITORING SPECIFICATIONS:
2.4,1 Vendor shall immediately notify the City of any event that may have a material impact on Vendors ability to perform the Agreement.
Page 2 of 10
Revised: February 4, 2026
Page 3 of 11
26 ASSIGNMENT AND SUBCONTRACTING:
This Agreement may not be assigned, transferred in whole or in part by Vendor without the prior written consent ofthe City.
2.5.1 For purposes of this section, subcontractors are those specifically hired to perform all or part of the work covered by the Agreement.
Will subcontractors be utilized? [7 7
2.5.2 Vendor shall describe below the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this
Agreement, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor
is expected to receive pursuant to this Agreement. Vendor shall provide a copy of any subcontracts within 20 days of execution of this Agreement for
approval by the City. Vendor shall be responsible for the accuracy and quality of any subcontractor's performance.
Subcontractor Name Amountto be paid
Address Description of work
Subcontractor Name Amount to be paid
Address Description of work
2.5.3. Vendor shall obtain approval from the City prior to hiring any additional or substitute subcontractors during the term ofthis Agreement. Vendor
may, upon request of the City, provide to the City a draft subcontractor agreement for review and approval prior to the execution of the subcontract
Subontractor agreements shall provide that services to be performed under the subcontracting agreement shall not be sublet, sold, transferred,
assigned or otherwise disposed of to another entity or person without the City9s prior written consent.
2.5.4 Allsubcontracts must include the same certifications that Vendor must make as a condition of this Agreement.
3. PRICING AND $' &.
3,1 METHOD AND RATE OF COMPENSATION: The City will compensate Vendor for the initial term as follows:
E] Hourly
M Monthly
M Annually
Project 70/30 split of resident registration rate for Learn Spanish Programs
Item (show unit of measure and rate)
Compensation is based on the percentage split of the base class fee indicated below. The City charges a non-resident fee to participants not residing in
zip codes 60201 and 60202. These fees are not considered part of the base class fee and contractors will not receive an additional portion of this fee.
50% Vendor/50% City of Evanston to include the following provided by the City of Evanston:
e AVsetup
e Registration management
e Marketing of class/program to include promotion in program guide, when schedule permits, e-blasts, etc.
e Use of existing equipment owned by the City of Evanston as described as follows:
o]
o
[e
o)
e AND Storage space provided, as available, by the Parks and Recreation Department, specifically described as follows:
Page 3 of 10
Revised: February 4, 2026
Page 4 of 11
60% Vendor/40% City of Evanston to include the following provided by the City of Evanston:
e AVsetup
e Registration management
e Marketing of class/program to include promotion in program guide, when schedule permits, e-blasts, etc.
One of the following options (please select one option only):
[] Use of existing equipment owned by the City of Evanston as described as follows :
o)
Oo
[e
o
OR [_ Jstorage space provided, as available, by the Parks and Recreation Department, specifically described as follows:
[e
O
70% Vendor/30% City of Evanston to include the following provided by the City of Evanston:
e AVset up
e Roomsetup and break down
e Registration management
e Marketing of class/program to include promotion in program guide, when schedule permits, e-blasts, etc.
32 TYPE OF PRICING: Pricing under this 4755F5? $
Firm 70/30 split of resident registration rate for Spanish Programs
[| Estimated
33 RENEWAL COMPENSATION: If this Agreement is renewed, the price shall be at the same rate as for the initial term unless a different
compensation or formula for determining the renewal compensation is stated in this section.
34 TAX: Payment will be made in full without local, state, or federal tax withheld.
35 PAYMENT TERMS AND CONDITIONS:
3.5.1 Payments, will be paid in accordance with all applicable laws and rules of the City of Evanston and the State of Illinois. Remedies provided
for therein shall be Vendor's sole remedy for late payments by the City. Payment terms containedon Vendor's invoices shall have no force and effect
30.2 The City will not pay for supplies provided or services rendered, including related expenses, incurred prior to the execution of this Agreement
by the Parties even if the effective date of the Agreement is prior to execution,
4, STANDARD BUSINESS TERMS AND CONDITIONS
41 AVAILABILITY OF APPROPRIATION: This Agreement is contingent upon and subject to the availability of funds. The City, at its sole option,
may terminate or suspend this Agreement, in whole or in part, without penalty or further payment being required, if a reduction in funding is necessary
or advisable based upon actual or projected budgetary considerations. Vendor will be notified in writing of the failure of appropriation or of a reduction
or decrease.
Page 4 of 10
Revised: February 4, 2026
Page 5 of 11
4.2 BACKGROUND CHECK AND DRUG TESTING: All Vendors must certify that staff have completed a background check prior to performing
work with any vulnerable population (any minor under the age of 18, a person who is 18 years of age or older with a disability or any person who is 60
years of age or older). After completion of the initial background check, the City may, at its expense, direct a Vendor to complete an additional
background check during the contract period if the City deems it reasonably necessary. The City shall direct the Vendor to provide the fingerprinting
criminal background check information of their staff. Additionally, Vendors may be subjected to drug testing. Vendor shall reassign immediately any
such individual who, in the opinion of the City, does not pass the background check or fails the drug testing.
43 POLICY MANUAL: Although Vendor is not an employee, Vendor agrees to follow the policies outlined in City of Evanston Employee Manual
as it relates to but limited to Chapter III, Section 3.15: Reporting Obligations; Chapter VII, Section 7.1 Code of Ethics; 7.2 Standards of Conduct and
Chapter VIII. Section 8.1 Sexual Harassment; Section 8.5 Drug and Alcohol Policy; Section 8.6 Prohibitions; Section 8.12 Smoke Free Workplace;
Section 8.13 Personal Appearance; Section 8.14 Workplace Violence; Section 8.15 Weapons-Free Workplace and 8.33.d Social Media Usage.
44 TIME IS OF THE ESSENCE: Time is of the essence with respect to Vendor's performance of this Agreement. Vendor shall continue to
perform its obligations while any dispute concerning the Agreement is being resolved, unless otherwise directed by the City.
45 NO WAIVER OF RIGHTS: Except as specifically waived in writing, failure by a Party to exercise or enforce a right does not waive that
Party's right to exercise or enforce that or other rights in the future.
46 FORCE MAJEURE: Failure by either Party to performits duties and obligations will be excused by unforeseeable circumstances beyond is
reasonable control and not due to its negligence including acts of nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental
prohibition. The non-declaring Party may cancel the Agreement without penalty if performance does not resume within 30 days of the declaration.
47 CONFIDENTIAL INFORMATIONFOIA: Each Party, to this Agreement may have or gain access to confidential data or information owned
or maintained by the other Party in the course of carrying out its responsibilities under this Agreement. Vendor shall presume all information received
from the City or to which it gains access pursuant to this Agreement is confidential. Vendor information, unless clearly marked as confidential and
exempt from disclosure under the Illinois Freedom of Information Act (<FOIA=), 5 1%$140/7 et. seq., shall be considered public. No confidential data
collected, maintained, or used in the course of performance of the Agreement shall be disseminated except as authorized by law and with the written
consent of the disclosing Party, either during the period of the Agreement or thereafter. The receiving Party must return any and all data collected,
maintained, created or used in the course of the performance of the Agreement, in whatever form it is maintained, promptly at the endof the Agreement,
or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. Upon notification by the City that it has received
a Freedom of Information Act request that calls for records within the Vendor's control, the Vendor shall promptly provide all requested records to the
City so that the City may comply with the request within the limited statutory timeframes required by FOIA. Vendor shall indemnify and defend the Ciy
from and against allclaims 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.
48 USE AND OWNERSHIP: All work performed or supplies created by Vendor under this Agreement, whether written documents or data,
goods or deliverables of any kind, shall be deemed work-for-hire under copyright law and all intellectual property and other laws, and the City is granted
sole and exclusive ownership to all such work, unless otherwise agreed in writing. Vendor hereby assigns to the City all right, title, and interest in and
to such work including any related intellectual property rights, and/or waives any and all claims that Vendor may have to such work including any so-
called "moral rights" in connection with the work. Vendor acknowledges the City may use the work product for any purpose. Confidential data or
information contained in such work shall be subject to confidentiality provisions of this Agreement. This paragraph does not apply to work or supplies
created by Vendor prior to this Agreement and provided to the City during the term of this Agreement.
48 INDEMNIFICATION AND LIABILITY: Vendor shall defend, indemnify and hold harmless the City and its officers, elected and appointed
Officials, agents, and employees from any and allliability, 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 fromor arising out of any negligent
or willful act or omission on the part of Vendor. 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. Vendor shall be liable for the costs, fees, and expenses incurred in the defense of any such claims,
actions, or suits. Nothing herein shall be 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 ef seq.
At the City Corporation Counsel's option, Vendor must defendall suits brought upon all such Losses and must pay all costs and expenses
incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Vendor of any of
its obligations under this Agreement Any settlement of any claim or suit related to this Agreement by Vendor must be made only with the prior written
consent of the City Corporation Counsel, if the settlement requires any action on the part of the City.
Page 5 of 10
Revised: February 4, 2026
Page 6 of 11
Tothe extent permissible by law, Vendor waives any limits to the amount of its obligations to indemnify, defend, or contribute to any sums
due under any Losses, including any claims that may be subject to the Illinois Workers Compensation Act, 820 ILCS 305/1 et seg. 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 wake
any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other statute. Vendor shal 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 his/her Work. Acceptance of the work by the City will not relieve Vendor of theresponsibility for subsequent
correction of any such error, omissions and/or negligentacts or of its liability for loss or damage resulting therefrom. All provisions of this Section 4.8
shall survive completion, expiration, or termination of this Agreement.
49 INSURANCE: Vendor shall, at its own expense, secure and maintain in effect throughout the duration of this contract, insurance against
claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services and work hereunder
by Vendor. If Vendor cannot secure insurance, Vendor hereby agrees to indemnify and hold harmless the City in accordance with Section 4.8 for
any claims arising directly out of Vendor's Work.
Vendor expressly agrees to waive its rights, benefits and entitlements under the <Other Insurance= clause of any general liability insurance
policy as respects the City.
410 INDEPENDENT CONTRACTOR: Vendor shall act as an independent Vendor and not an agent or employee of, or joint venture with the
City. All payments by the City shall be made on that basis.
411 COMPLIANCE WITH THE LAW: Vendor shall comply with all applicable federal, state, andlocal laws, rules, ordinances, regulations, orders,
federal circulars and all license and permit requirements in the performance of this Agreement. Vendor shall be in compliance with applicable tax
requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the
performance of this Agreement,
412 APPLICABLELAWYVENUE: This Agreement shall be construed in accordance with and is subjectto the laws and rules of the City of Evanston and
the State of Illinois. The Departmentof Human Rights9 Equal Opportunity requirements (44 Ill. Adm. Code 750) areincorporated by reference. The Cityshal
not enter into binding arbitration to resolve any dispute related to this Agreement. The City does not waive tort immunity by entering into this Agreement
In compliance with the Illinois and federal Constitutions, the Illinois Human Rights Act, the U. $. Civil Rights Act, and Section 504 of the federal Rehabilitation
Act and other applicable laws and rules, the City does not unlawfully discriminate in employment, contracts, or any other activity. Venue for any action
out of or due to this Agreement shall be in Cook County, Illinois.
4.13 ANTI-TRUST ASSIGNMENT: If Vendor does not pursue any claim or causeof action it has arising under antitrust laws relating to the subject
matter of the Agreement, then upon request of the City9s Corporation Counsel, Vendor shall assign to the City rights, title and interest in and to the chim
or cause of action.
4.14 CONTRACTUAL AUTHORITY: The Department that signs for the City shall be the only City entity responsible for performance and payment
under the Agreement. When the City's authorized designee signs in addition to an Department, they do so as approving officer and shall have no
liability to Vendor.
415 NOTICES: Notices and other communications provided for herein shall be given in writing by registered or certified mail, return recept
requested, by receipted hand delivery, by courier (UPS, Federal Express or other similar and reliable carrier), by e-mail, or by fax showing the date
and time of successful receipt. Notices shall be sent to the individuals who signed the Agreementusing the contact information following the signatures.
Each such notice shall be deemed to have been provided at the time it is actually received. By giving notice, either Party may change the contad
information.
416 MODIFICATIONSAND SURVIVAL Amendments, modifications and waivers must be in writing and signed by authorized representatives of
the Parties. Any provision of this Agreement officially declared void, unenforceable, or against public policy, shall beignored and the remaining provisions
shall be interpreted, as far as possible, to give effect to the Parties' intent. All provisions that by their nature would be expected to survive, shall survive
termination. In the event of a conflict between the City9s and Vendor's terms, conditions and attachments, the City's terms, conditions and attachments
shall prevail.
447 PERFORMANCE RECORD / SUSPENSION: Upon request of the City, Vendor shall meet to discuss performance or provide contrad
performance updates to help ensure proper performance ofthe Agreement. The City may consider Vendor's performance underthis Agreement and
compliance with law and rule to determine whether to continuethe Agreement, suspend Vendor from doing future business with the City for a specified
period of time, or to determine whether Vendor can be considered responsible on specific future contract opportunities.
4.18 ATTENDANCE: Timely arrival is essential to ensure high-quality programming and a positive participant experience. All contracted vendors
and instructors are required to arrive at least 15 minutes prior to the scheduled class start time to allow for setup, participant check-in, safety checks,
Page 6 of 10
Revised: February 4, 2026
Page 7 of 11
and preparation to begin promptly. Failureto meet this requirement will result in progressive discipline tracked per season: a first occurrence will result
in a written warning and participants receiving a refund or credit for the affected class; a second occurrence will result in a 10% reduction in payment
for the affected class(es); and a third occurrence will result in contract termination for cause. Vendors and contract holders are responsible for the
conduct and punctuality of their instructors and staff. The City reserves the rightto bypass progressive discipline and take immediate action, up to and
including contract termination, if tardiness results ? a program cancellation, participant safety concern, or significant service disruption. Documented
emergencies, such as medical emergencies or vehicle accidents, will not result in penalties, and participants will receive a refund or credit. Vendors
must notify the program coordinator as soon as possible if they or their staff will be late or unable to attend a scheduled program.
419 FREEDOM OF INFORMATION ACT: This Agreement and all related public records maintained by, provided to or required to be provided
to the City are subject to the Illinois Freedom of Information Act notwithstanding any provision to the contrary that may be found in this Agreement.
420 NON-WAIVER OF RIGHTS: No failure of either party to exercise any power given to it hereunder or to insist upon strict compliance by the
other party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof, nor any payment under ths
Agreement shall constitute a waiver of either party's right to demand exact compliance with the terms hereof.
4.21 SEVERABILITY: Except as otherwise provided herein, the invalidity or unenforceability of any particular provision, or part thereof, of ths
Agreement shall not affect the other provisions, and this Agreement shall continue in all respects as if such invalid or unenforceable provision had not
been contained herein.
4.22 COUNTERPARTS: For convenience, this Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original.
4.23 SAVINGS CLAUSE: If any provision of this Agreement, or the application of such provision, shall be rendered or declared invalid by a court
of competent jurisdiction, or by reason ofits requiring any steps, actions, or results, the remaining parts or portions of this Agreement shall remain ?
full force and effect.
5. STANDARD CERTIFICATIONS
Vendor acknowledges and agrees that compliance with this section and each subsection for the term of the Agreement and any renewals is a material
requirement and condition of this Agreement. By executing this Agreement, Vendor certifies compliance with this section and each subsection and is
under a continuing obligation to remain in compliance and report any non-compliance.
This section, and each subsection, applies to subcontractors used on this Agreement. Vendor shall include these Standard Certifications in any
subcontract used in the performance of the Agreement,
If this Agreement extends over multiple fiscal years including the initial term and all renewals, Vendor and its subcontractors shall confirm compliance
with this section in the manner and formatdetermined by the City by the date specified by the City and in no event later than January 1 of each year
that this Agreement remains in effect.
If the Parties determine that any certification in this section is not applicable to this Agreement, it may be stricken without affecting the remaining
subsections.
54 As part of each certification, Vendor acknowedges and agrees that should Vendor or its subcontractors provide false information, or fail to
be or remain in compliance with the Standard Certification requirements, one or more of the following sanctions will apply:
e the Agreement may be void by operation of law, and
e the City may void the Agreement.
Identifying a sanction or failing to identify a sanction in relation to any of the specific certifications does not waive imposition of other sanctions or
preclude application of sanctions not specifically identified.
52 Vendor certifies it andits employees will comply with applicable provisions ofthe U.S. Civil Rights Act, Section 504 of the Federal Rehabilitation
Act, the Americans with Disabilities Act (42 U.S.C. 8 12101 et seq.) and applicable rules in performance under this Agreement.
53 Vendor certifies that persons having contact with any vulnerable population (any minor underthe age of 18, a person who is 18 years of age
or older with a disability or any person who is 60 years of age or older) must certify that they are mandated reporters by completing the CANTS 22
Form and complete the mandated reportertraining prior to delivery of services under this agreement. The mandated reporter DCFS Illinois training
can be found at https://mr.dcfstraining.org. Vender must provide proof of acknowledgment and training to the City on demand.
Page 7 of 10
Revised: February 4, 2026
Page 8 of 11
54 Vendor certifies that persons having contact with any community members/patrons must certify that they will abide by the Inclusion and
Accessibility Policies established by the City and will complete a review of the Inclusion and Gender Diversity resource packet provided by the %G
prior to delivery of services under this agreement.
55 If Vendor, or any officer, director, partner, or other managerial agentof Vendor, 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, Vendor certifies at least five years have passed since the date of the
conviction. Vendor further certifies thatit is not barred from being awarded a contract and acknowledges that the City shall declare the Agreement void if
this certification is false (30 ILCS 500/50-10.5).
5.6 Vendor certifies that itand its affiliates are not delinquent in the payment of any fees, fines, damages, >7 debts to the City.
5.7 Vendor certifies it complies with the Section 1-12-5 of the City of Evanston Code and the Illinois Department of Human Rights Act and rules
applicable to public contracts, including equal employment opportunity, refraining from unlawful discrimination, and having written sexual harassment
policies (775 ILCS 5/2-105).
58 Vendor certifies that it shall employ only persons duly licensed by the State of Illinois to perform professional services under this Agreement
for which applicable Illinois law requires a license, subject to prior approval of the City.
6.0 DISCLOSURES AND CONFLICTS OF INTEREST
Section 1: Conflict of Interest Prohibited
Vendor shall not have any public or private interest and shall not acquire directly or indirectly any such interest which conflicts in any manner with its
performance under this Agreement.
Section 2: Debarment/Legal Proceeding Disclosure (Al Vendors must complete this section).
Vendor must identify any of the following that occurred for it or any ¡fits officers or directors within the previous 10 years:
Debarment from contracting with any governmental entity YesL] 70
Professional licensure discipline Yes] Nom
Bankruptcies Yes Noy
Adverse civil judgments and administrative findings Yes] Nov
Criminal felony convictions Yes No]
If any of the above is checked yes, please identify with descriptive information the nature of the debarment and legal proceeding. The City reserves the
right to request more information, should the information need further clarification.
7. SUPPLEMENTAL PROVISIONS
7.1 _ City Supplemental Provisions
[ | Definitions
[] Required Federal Clauses, Certifications and Assurances
[| ARRA Requirements (American Recovery and Reinvestment Act of 2009)
[ | Prevailing Wage (820 ILCS 130/1 et seq.)
[] M/W/EBE Subcontracting Requirements
%] Other (describe) [_] CANTS 22 Attached
] City of Evanston Employee Manual: Chapter Ill (Reporting Obligations); Chapter VII (Code of Ethics,
Page 8 of 10
Revised: February 4, 2026
Page 9 of 11
Standards of Conduct); Chapter VIII (Sexual Harassment, Drug and Alcohol Policy, Personal Appearance,
Workplace Violence, Weapons-Free Workplace and Social Media Usage).
72 Vendor Supplemental Provisions
LI
Page 9 of 10
Revised: February 4, 2026
Page 10 of 11
TAXPAYER IDENTIFICATION NUMBER
I certify that:
1. The number shown on this form is my correct taxpayer identification number (or | am waiting for a number to be issued to me), and
2. | amnot subject to backup withholding because: (a) | am exempt from backup withholding, or (b) I have not been notified by the Intemal Revenue
Service (IRS) that | am subject to backup withholding as a result of a failure to report all interest or dividends, >7 (E) the IRS has notified me that
| 4F no longer subject to backup withholding, and
3. lamaU.S. person (including a U.S. resident alien).
« [fyouare an individual, enter your name and SSN as it appears on your Social Security Card.
e Ifyou are a sole proprietor, enter the owners name on the nameline followed by the name of the business and
the owners SSN or EIN.
e Ifyou are a single-memberLLC that is disregarded as an entity separate from its owner, enter the owner's name
on the name line and the d/b/a on the business name line and enter the owners SSN or EIN.
e [ 5 LLC is acorporation or partnership, enterthe entity's business name and EIN and for corporations, attach
IRS acceptance letter (CP261 or CP277).
e Forallother entities, enter the name of the entity as used to apply for the entity's EIN and the EIN.
4F5: Salim Gonzalez
Business Name: Learn Spanish LLC
Taxpayer Identification Number:
Social Security Number
or
Employer Identification Number 33-2850916
Legal Status (check one):
Sole Proprietor [ | Nonresident alien
[] Partnership [] Estate or trust
[| Legal Services Corporation [| Pharmacy (Non-Corp.)
[| Tax-exempt [] Pharmacy/Funeral Home/Cemetery (Corp.)
[| Corporation providing or billing [__JLimied Liability Company (select applicable tax classification)
medical and/or health care services O D = disregarded entity [_] C = corporation
[| Corporation NOT providing or billing ] P=partnershp
medical and/or health care services
Signature: < Date: 7/13/26
Page 10 of 10
Revised: February 4, 2026
Page 11 of 11